Filed by Automated Filing Services Inc. (604) 609-0244 - Response Biomedical Corp. - Exhibit 4.9






 RESPONSE BIOMEDICAL CORP.  

  1996 STOCK OPTION PLAN  

  Amended June 21, 1999, June 1, 2000, June 7, 2001, June 17, 2002 and June
  17, 2003  

	1.	INTERPRETATION

	 	 	 
	1.1	Defined Terms
        – For the purposes of this Plan, the following terms shall have
        the following meanings:

	 	 	 
	 	(a)
	“Affiliate”
        means a Parent Corporation or a Subsidiary Corporation of a corporation;

	 	 	 
	 	(b)
	“Associate”
        means, where used to indicate a relationship with any Person,

	 	 	 	 
	 	 	(i)
	any relative, including the spouse of
        that Person or a relative of that Person’s spouse, where the relative
        has the same home as the Person,

	 	 	 	 
	 	 	(ii)
	any partner, other than a limited partner,
        of that Person,

	 	 	 	 
	 	 	(iii)
	any trust or estate in which such Person
        has a substantial beneficial interest or as to which such Person serves
        as trustee or in a similar capacity, or

	 	 	 	 
	 	 	(iv)
	any corporation of which such Person
        beneficially owns or controls, directly or indirectly, voting securities
        carrying more than 10 percent of the voting rights attached to all outstanding
        voting securities of the corporation;

	 	 	 
	 	(c)
	“Board”
        means the Board of Directors of Response Biomedical Corp.;

	 	 	 
	 	(d)
	“Committee”
        means a committee of the Board appointed in accordance with this Plan,
        or if no such committee is appointed, the Board itself;

	 	 	 
	 	(e)
	“Company”
        means Response Biomedical Corp.;

	 	 	 
	 	(f)
	“Date of Grant”
        means the date on which a grant of an Option is effective;

	 	 	 
	 	(g)
	“Disability”
        means a medically determinable physical or mental impairment expected
        to result in death or to last for a continuous period of not less than
        12 months, and which causes an individual to be unable to engage in any
        substantial gainful activity;

	 	 	 
	 	(h)
	“Effective Date”
        means the effective date of this Plan, which is April 19, 1996;

	 	 	 
	 	(i)
	“Fair Market Value”
        means:

	 	 	 	 
	 	 	(i)
	where the Shares are listed for trading
        on a stock exchange or over the counter market, the average closing price
        of the Shares for the ten trading days immediately preceding the Date
        of Grant on the stock exchange or over the counter market which is the
        principal trading market for the Shares, as may be determined for such
        purpose by the Committee, or

	 	 	 	 
	 	 	(ii)
	where the Shares are not listed for
        trading on a stock exchange or over the counter market, the value which
        is determined by the Committee to be the fair value of the Shares, taking
        into consideration all factors that the Committee deems appropriate,













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	 	 	 	including, without limitation, recent
        sale and offer prices of the Shares in private transactions negotiated
        at arm’s length;

	 	 	 
	 	(j)	“Guardian”
        means the guardian, if any, appointed for an Optionee;

	 	 	 
	 	(k)	“Modification”
        means any change in the terms of an Option which gives the Optionee additional
        benefits under the Option, but such change shall not include a change
        in the terms of an Option:

	 	 	 	 
	 	 	(i)
	to make the Option not transferable
        other than by will or the laws of descent and distribution,

	 	 	 	 
	 	 	(ii)
	to make the Option exercisable only
        by the Optionee during his lifetime,

	 	 	 	 
	 	 	(iii)
	in the case of an Option not immediately
        exercisable in full, to accelerate the time within which the Option may
        be exercised, or

	 	 	 	 
	 	 	(iv)
	attributable to the issuance or assumption
        of an Option by reason of a corporate merger, consolidation, acquisition
        of property or stock, separation, reorganization or liquidation if the
        new option or assumption of the old Option does not give the Optionee
        additional benefits which he did not have under the old Option;

	 	 	 
	 	(l)	“Option”
        means an option to purchase Shares granted pursuant to the terms of this
        Plan;

	 	 	 
	 	(m)	“Option Agreement”
        means a written agreement between the Company and an Optionee, specifying
        the terms of the Option being granted to the Optionee under the Plan;

	 	 	 
	 	(n)	“Option Price”
        means the price at which an Option is exercisable to purchase Shares;

	 	 	 
	 	(o)	“Optionee”
        means a person to whom an Option has been granted;

	 	 	 
	 	(p)	“Parent Corporation”
        means any corporation in an unbroken chain of corporations ending with
        the Company if, at the Date of Grant, each corporation, other than the
        Company, owns stock possessing 50 percent or more of the total combined
        voting power of all classes of stock in one of the other corporations
        in such chain;

	 	 	 
	 	(q)	“Person”
        means a natural person, company, government, or political subdivision
        or agency of a government; and where two or more Persons act as a partnership,
        limited partnership, syndicate or other group for the purpose of acquiring,
        holding or disposing of securities of an issuer, such syndicate or group
        shall be deemed to be a Person;

	 	 	 
	 	(r)	“Plan”
        means this stock option plan of the Company;

	 	 	 
	 	(s)	“Shares”
        means the common shares without par value in the capital of the Company;

	 	 	 
	 	(t)	“Subsidiary Corporation”
        means any corporation in an unbroken chain of corporations beginning with
        the Company if, at the Date of Grant, each of the corporations, other
        than the last corporation, owns stock possessing 50 percent or more of
        the total combined voting power of all classes of stock in one of the
        other corporations in such chain;

	 	 	 
	 	(u)	“Term”
        means the period of time during which an Option is exercisable; and













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	 	(v)
	“Terminating Event”
        means:

	 	 	 	 
	 	 	(i)
	the dissolution or liquidation of the
        Company,

	 	 	 	 
	 	 	(ii)
	a merger or consolidation of the Company
        with one or more corporations as a result of which, immediately following
        such merger or consolidation, the shareholders of the Company as a group
        will hold less than a majority of the outstanding capital stock of the
        surviving corporation,

	 	 	 	 
	 	 	(iii)
	the sale or other disposition of all
        or substantially all of the assets of the Company, or

	 	 	 	 
	 	 	(iv)
	a material change in the capital structure
        of the Company that is deemed to be a Terminating Event by virtue of the
        last sentence of Section 10.1 of this Plan or by virtue of Section 10.4
        of this Plan.

	 	 
	2.	STATEMENT OF PURPOSE

      

	 	 
	2.1 	Principal Purposes
        – The principal purposes of the Plan are to provide the Company
        with the advantages of the incentive inherent in stock ownership on the
        part of employees, officers, directors, and consultants responsible for
        the continued success of the Company; to create in such individuals a
        proprietary interest in, and a greater concern for, the welfare and success
        of the Company; to encourage such individuals to remain with the Company;
        and to attract new employees, officers, directors and consultants to the
        Company.

	 	 
	2.2 	Benefit to Shareholders
        – The Plan is expected to benefit shareholders by enabling the
        Company to attract and retain personnel of the highest caliber by offering
        them an opportunity to share in any increase in value of the Shares resulting
        from their efforts.

	 	 
	3.	ADMINISTRATION

	 	 
	3.1 	Board or Committee
        – The Plan shall be administered by the Board or by a committee
        of the Board appointed in accordance with Section 3.2 below.

	 	 
	3.2 	Appointment of Committee
        – The Board may at any time appoint a Committee, consisting of
        not less than two of its members, to administer the Plan on behalf of
        the Board in accordance with such terms and conditions as the Board may
        prescribe, consistent with this Plan. Once appointed, the Committee shall
        continue to serve until otherwise directed by the Board. From time to
        time, the Board may increase the size of the Committee and appoint additional
        members, remove members (with or without cause) and appoint new members
        in their place, fill vacancies however caused, or remove all members of
        the Committee and thereafter directly administer the Plan.

	 	 
	3.3 	Quorum and Voting
        – A majority of the members of the Committee shall constitute
        a quorum, and, subject to the limitations in this Section 3, all actions
        of the Committee shall require the affirmative vote of members who constitute
        a majority of such quorum. Members of the Committee may vote on any matters
        affecting the administration of the Plan or the grant of Options pursuant
        to the Plan, except that no such member shall act upon the granting of
        an Option to himself (but any such member may be counted in determining
        the existence of a quorum at any meeting of the Committee during which
        action is taken with respect to the granting of Options to him).













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	3.4 	Powers of Committee
        – Any Committee appointed under Section 3.2 above shall have
        the authority to do the following:

	 	 	 
	 	(a)
	administer the Plan in accordance
        with its express terms;

	 	 	 
	 	(b)
	determine all questions
        arising in connection with the administration, interpretation, and application
        of the Plan, including all questions relating to the value of the Shares;

	 	 	 
	 	(c)
	correct and defect, supply
        any information, or reconcile any inconsistency in the Plan in such manner
        and to such extent as shall be deemed necessary or advisable to carry
        out the purposes of the Plan;

	 	 	 
	 	(d)
	prescribe, amend, and rescind
        rules and regulations relating to the administration of the Plan;

	 	 	 
	 	(e)
	determine the duration and
        purposes of leaves of absence from employment which may be granted to
        Optionees without constituting a termination of employment for purposes
        of the Plan;

	 	 	 
	 	(f)
	do the following with respect
        to the granting of Options:

	 	 	 	 
	 	 	(i)
	determine the employees,
        officers, directors, or consultants to whom Options shall be granted,
        based on the eligibility criteria set out in this Plan,

	 	 	 	 
	 	 	(ii)
	determine the terms and
        provisions of the Option Agreement to be entered into with any Optionee
        (which need not be identical with the terms of any other Option Agreement),

	 	 	 	 
	 	 	(iii)
	amend the terms and provisions
        of Option Agreements, provided the Committee obtains:

	 	 	 	 	 
	 	 	 	A.
	the consent of the Optionee, and

	 	 	 	 	 
	 	 	 	B.
	the approval of any stock exchange on
        which the Company is listed,

	 	 	 	 
	 	 	(iv)
	determine when Options shall
        be granted, and

	 	 	 	 
	 	 	(v)
	determine the number of
        Shares subject to each Option; and

	 	 	 	 
	 	(g)
	 	make all other determinations
        necessary or advisable for administration of the Plan.

      

	 	 	 	 
	3.5 	Obtain Regulatory
        Approvals – In administering this Plan, the Committee will
        obtain any regulatory approvals which may be required pursuant to applicable
        securities laws or the rules of any stock exchange or over the counter
        market on which the Shares are listed.

	 	 	 	 
	3.6 	Administration by
        Committee – All determinations made by the Committee in good
        faith on matters referred to in Section 3.4 shall be final, conclusive,
        and binding upon all Persons. The Committee shall have all powers necessary
        or appropriate to accomplish its duties under this Plan. In addition,
        the Committee’s administration of the Plan shall in all respects
        be consistent with the policies and rules of any stock exchange or over
        the counter market on which the Shares are listed.









 



	4.	ELIGIBILITY

	 	 
	4.1 	Eligibility –
        Options may be granted to any employee, officer, director or consultant
        of the Company or of an Affiliate of the Company.

	 	 
	4.2 	No Violation of Securities
        Laws – No Option shall be granted to any Optionee unless
        the Committee has determined that the grant of such Option and the exercise
        thereof by the Optionee will not violate the securities law of the jurisdiction
        where the Optionee resides.

	 	 
	5.	SHARES SUBJECT TO
        THE PLAN

	 	 
	5.1 	Number of Shares
        – The Committee, from time to time, may grant Options to purchase
        an aggregate of up to 10,000,000 Shares, subject to regulatory approval
        of the Plan, to be made available from authorized, but unissued or reacquired,
        Shares. In calculating the foregoing 10,000,000 Shares, the Committee
        shall include all Shares subject to options outstanding prior to the Effective
        Date of the Plan. The maximum number of 10,000,000 Shares shall be adjusted,
        where necessary, to take account of the events referred to in Section
        10 hereof.

	 	 
	5.2 	Number of Shares Subject
        to Plan upon Exercise – Upon exercise of an Option, the number
        of Shares thereafter available under the Plan shall remain at 10,000,000.

	 	 
	5.3. 	Expiry of Option
        – If an Option expires or terminates for any reason without having
        been exercised in full, the unpurchased Shares subject thereto shall again
        be available for the purposes of the Plan.

	 	 
	5.4	Reservation of Shares
        – The Company will at all times reserve and keep available such
        number of Shares as shall be sufficient to satisfy the requirements of
        the Plan.

	 	 
	6.	OPTION TERMS

	 	 
	6.1 	Option Agreement
        – With respect to each Option to be granted to an Optionee, the
        Committee shall specify the following terms in the Option Agreement between
        the Company and the Optionee:

	 	 
	 	(a)
	the number of Shares subject to purchase
        pursuant to such Option, provided that the number of Shares reserved for
        issuance to any one person pursuant to Options does not exceed 5% of the
        then outstanding Shares;

	 	 	 
	 	(b)
	the Date of Grant;

	 	 	 
	 	(c)
	the Term, provided that the Term shall
        in no event be more than ten years following the Date of Grant;

	 	 	 
	 	(d)
	the Option Price, provided that the
        Option Price shall not be less than the Fair Market Value;

	 	 	 
	 	(e)
	any vesting schedule upon which the
        exercise of an Option is contingent, provided that each Option must be
        subject to a vesting schedule pursuant to which not more than 25% of the
        initial aggregate number of Shares which may be purchased under the Option
        may vest in any six month period, on a cumulative basis;

	 	 	 
	 	(f)
	the aggregate number of Options granted
        to consultants must not exceed 2% of the outstanding listed Shares of
        the Company at the Date of Grant; and













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	 	(g)
	such other terms and conditions as the
        Committee deems advisable and are consistent with the purposes of this
        Plan.

	 	 
	6.2	No Grant After Ten
        Years From Effective Date – No Option shall be granted under
        the Plan later than ten years from the Effective Date of the Plan. Except
        as expressly provided herein, nothing contained in this Plan shall require
        that the terms and conditions of Options granted under the Plan be uniform.

	 	 
	7.	EXERCISE OF OPTION

	 	 
	7.1 	Method of Exercise
        – Subject to any limitations or conditions imposed upon an Optionee
        pursuant to the Option Agreement or Section 6 above, an Optionee may exercise
        an Option by giving written notice thereof to the Company at its principal
        place of business.

	 	 
	7.2 	Payment of Option
        Price – The notice described in Section 7.1 shall be accompanied
        by full payment of the aggregate Option Price to the extent the Option
        is so exercised, and full payment of any amounts the Company determines
        must be withheld for tax purposes from the Optionee pursuant to the Option
        Agreement. Such payment shall be in lawful money (Canadian funds) by cheque.

      

	 	 
	7.3 	Issuance of Stock
        Certificate – As soon as practicable after exercise of an
        Option in accordance with Sections 7.1 and 7.2 above, the Company shall
        issue a stock certificate evidencing the Shares with respect to which
        the Option has been exercised. Until the issuance of such stock certificate,
        no right to vote or receive dividends or any other rights as a shareholder
        shall exist with respect to such Shares, notwithstanding the exercise
        of the Option. No adjustment will be made for a dividend or other right
        for which the record date is prior to the date the stock certificate is
        issued, except as provided in Section 10 below.

	 	 
	8.	TRANSFERABILITY OF
        OPTIONS

	 	 
	8.1 	Non-Transferable
        – Except as provided otherwise in this Section 8, Options are
        non-assignable and non-transferable.

	 	 
	8.2 	Death of Optionee
        – If the employment of an Optionee as an employee or consultant
        of the Company or an Affiliate of the Company, or the position of an Optionee
        as a director or officer of the Company or an Affiliate of the Company,
        terminates as a result of his or her death, any Options held by such Optionee
        shall pass to the legal heirs or personal representative of the Optionee,
        and shall be exercisable by the such person for a period of 12 months
        following such death.

	 	 
	8.3 	Disability of Optionee
        – If the employment of an Optionee as an employee or consultant
        of the Company or an Affiliate of the Company, or the position of an Optionee
        as a director or officer of the Company or an Affiliate of the Company,
        is terminated by the Company or its Affiliate by reason of such Optionee’s
        Disability, any Option held by such Optionee that could have been exercised
        immediately prior to such termination of service shall be exercisable
        by such Optionee, or by his Guardian, for a period of 12 months following
        the termination of service of such Optionee.

	 	 
	8.4 	Disability and Death
        of Optionee – If an Optionee who has ceased to be employed
        by the Company or an Affiliate of the Company by reason of such Optionee’s
        Disability dies within six months after the termination of such employment,
        any Option held by such Optionee that could have been exercised immediately
        prior to his or her death shall pass to the legal heir or personal representative













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	 	of such Optionee, and shall
        be exercisable by the such person for a period of 12 months following
        the death of such Optionee.

	 	 
	8.5 	Vesting –
        Options held by a legal heir or personal representative or exercisable
        by a Guardian shall, during the period prior to their termination, continue
        to vest in accordance with any vesting schedule to which such Options
        are subject.

	 	 
	8.6 	Deemed Non-Interruption
        of Employment – Employment shall be deemed to continue intact
        during any sick leave or other bona fide leave of absence if the period
        of such leave does not exceed 90 days or, if longer, for so long as the
        Optionee’s right to reemployment with the Company or an Affiliate
        of the Company is guaranteed either by statute or by contract. If the
        period of such leave exceeds 90 days and the Optionee’s reemployment
        is not so guaranteed, then his or her employment shall be deemed to have
        terminated on the ninety-first day of such leave.

	 	 
	9.	TERMINATION OF OPTIONS

	 	 	 
	9.1 	Termination of Options
        – To the extent not earlier exercised or terminated in accordance
        with section 8 above, an Option shall terminate at the earliest of the
        following dates:

	 	 	 
	 	(a)
	the termination date specified for such
        Option in the Option Agreement;

	 	 	 
	 	(b)
	where the Optionee’s position as
        an employee, consultant, director or officer of the Company or an Affiliate
        of the Company is terminated for just cause, the date of such termination
        for just cause;

	 	 	 
	 	(c)
	where the Optionee’s position as
        an employee, consultant, director or officer of the Company or an Affiliate
        of the Company terminates for a reason other than the Optionee’s
        disability, death, or termination for just cause, 30 days after such date
        of termination, or upon the Optionee making written application to the
        Committee and receiving the written consent of the Committee, which consent
        may be given, at the discretion of the Committee, up to 90 days after
        such date of termination;

	 	 	 
	 	(d)
	the date of any sale, transfer, assignment
        or hypothecation, or any attempted sale, transfer, assignment or hypothecation,
        of such Option in violation of Section 8.1 above; and

	 	 	 
	 	(e)
	the date specified in Section 10.2 below
        for such termination in the event of a Terminating Event.

	 	 	 
	10.	ADJUSTMENTS TO OPTIONS

	 	 	 
	10.1	Alteration in Capital
        Structure – If there is a material alteration in the capital
        structure of the Company resulting from a recapitalization, stock split,
        reverse stock split, stock dividend, or otherwise, the Committee shall
        make such adjustments to this Plan and to the Options then outstanding
        under this Plan as the Committee determines to be appropriate and equitable
        under the circumstances, so that the proportionate interest of each holder
        of any such Option shall, to the extent practicable, be maintained as
        before the occurrence of such event. Such adjustments may include, without
        limitation (a) a change in the number or kind of shares of stock of the
        Company covered by such Options, and (b) a change in the Option Price
        payable per share; provided, however, that the aggregate Option Price
        applicable to the unexercised portion of existing Options shall not be
        altered, it being intended that any adjustments made with respect to such
        Options shall apply only to the












 - 8 -

	 	price per share and the number of shares subject
        thereto. For purposes of this Section 10.1, neither (i) the issuance of
        additional shares of stock of the Company in exchange for adequate consideration
        (including services), nor (ii) the conversion of outstanding securities
        of the Company into Shares shall be deemed to be material alterations
        of the capital structure of the Company. If the Committee determines that
        the nature of a material alteration in the capital structure of the Company
        is such that it is not practical or feasible to make appropriate adjustments
        to this Plan or to the Options granted hereunder, such event shall be
        deemed a Terminating Event for the purposes of this Plan. 

	 	 
	10.2 	Terminating Events – Subject to
        Section 10.3, all Options granted under the Plan shall terminate upon
        the occurrence of a Terminating Event. 

	 	 
	10.3	Notice of Terminating Event –
        The Committee shall give notice to Optionees not less than thirty days
        prior to the consummation of a Terminating Event. Upon the giving of such
        notice, all Options granted under the Plan shall become immediately exercisable,
        notwithstanding any contingent vesting provision to which such Options
        may have otherwise been subject. 

	 	 
	10.4 	Corporate Reorganization – In
        the event of a reorganization as defined in this Section 10.4 in which
        the Company is not the surviving or acquiring corporation, or in which
        the Company is or becomes a wholly-owned subsidiary of another corporation
        after the effective date of the reorganization, then unless provision
        is made by the acquiring corporation for the assumption of each Option
        granted under this Plan, or the substitution of an option therefor, such
        that no Modification of any such Option occurs, all Options granted under
        this Plan shall terminate and such event shall be deemed a Terminating
        Event. For purposes of this Section 10.4, reorganization shall mean any
        statutory merger, statutory consolidation, sale of all or substantially
        all of the assets of the Company, or sale, pursuant to an agreement with
        the Company, of securities of the Company pursuant to which the Company
        is or becomes a wholly-owned subsidiary of another corporation after the
        effective date of the reorganization. 

	 	 
	10.5 	Acceleration of Date of Exercise –
        The Committee shall have the right to accelerate the date of exercise
        of any instalment of any Option. 

	 	 
	10.6 	Determinations to be Made By Committee
        – Adjustments and determinations under this Section 10 shall be made
        by the Committee, whose decisions as to what adjustments or determination
        shall be made, and the extent thereof, shall be final, binding, and conclusive.
      

	 	 
	11. 	TERMINATION AND AMENDMENT OF PLAN

	 	 
	11.1 	Termination of Plan – Unless earlier
        terminated as provided in Section 10 above or in Section 11.2 below, the
        Plan shall terminate on, and no Option shall be granted under the Plan,
        after ten years has passed from the Effective Date of the Plan. 

	 	 
	11.2	Power of Committee to Terminate or Amend Plan
        – Subject to the approval of any stock exchange on which the Company
        is listed, the Committee may terminate, suspend or amend the terms of
        the Plan; provided, however, that, except as provided in Section 10 above,
        the Committee may not do any of the following without obtaining, within
        12 months either before or after the Committee’s adoption of a resolution
        authorizing such action, approval by the affirmative votes of the holders
        of a majority of the voting securities of the Company present, or represented,
        and entitled to vote at a meeting duly held in accordance with the applicable
        corporate laws, or by the written consent of the holders of a majority
        of the securities of the Company entitled to vote: 



	 	 	 
	 	(a)	increase the aggregate number of Shares which may be issued under the
      Plan; 











- 9 -


	 	(b)
	materially modify the requirements as
        to eligibility for participation in the Plan; or

	 	 	 
	 	(c)
	materially increase the benefits accruing
        to participants under the Plan;

        however, the Committee may amend the terms of the Plan to comply with
        the requirements of any applicable regulatory authority, without obtaining
        the approval of its shareholders.

	 	 
	11.3 	No Grant During Suspension
        of Plan – No Option may be granted during any suspension,
        or after termination, of the Plan. Amendment, suspension, or termination
        of the Plan shall not, without the consent of the Optionee, alter or impair
        any rights or obligations under any Option previously granted.

	 	 
	12.	CONDITIONS PRECEDENT
        TO ISSUANCE OF SHARES

	 	 
	12.1 	Compliance with Laws
        – Shares shall not be issued pursuant to the exercise of any
        Option unless the exercise of such Option and the issuance and delivery
        of such Shares comply with all relevant provisions of law and the requirements
        of any stock exchange or over the counter market upon which the Shares
        may then be listed or otherwise traded.

	 	 
	12.2	Regulatory Approval
        to Issuance of Shares – The Company’s inability to obtain
        authority from any regulatory body having jurisdiction, which authority
        is deemed by the Company’s counsel to be necessary to the lawful
        issuance and sale of any Shares hereunder, shall relieve the Company of
        any liability with respect to the failure to issue or sell such Shares.

	 	 
	13.	USE OF PROCEEDS

	 	 
	13.1 	Use of Proceeds
        – Proceeds from the sale of Shares pursuant to the Options granted
        and exercised under the Plan shall constitute general funds of the Company
        and shall be used for general corporate purposes.

	 	 
	14.	NOTICES

	 	 
	14.1 	Notices –
        All notices, requests, demands and other communications required or permitted
        to be given under this Plan and the Options granted under this Plan shall
        be in writing and shall be either served personally on the party to whom
        notice is to be given, in which case notice shall be deemed to have been
        duly given on the date of such service; telefaxed, in which case notice
        shall be deemed to have been duly given on the date the telefax is sent;
        or mailed to the party to whom notice is to be given, by first class mail,
        registered or certified, return receipt requested, postage prepaid, and
        addressed to the party at his or its most recent known address, in which
        case such notice shall be deemed to have been duly given on the tenth
        postal delivery day following the date of such mailing.

	 	 
	15.	MISCELLANEOUS PROVISIONS

	 	 
	15.1 	No Obligation to Exercise –
      Optionees shall be under no obligation to exercise Options granted under
      this Plan.











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	15.2 
	No Obligation to Retain
        Optionee – Nothing contained in this Plan shall obligate
        the Company or an Affiliate of the Company to retain an Optionee as an
        employee, officer, director, or consultant for any period, nor shall this
        Plan interfere in any way with the right of the Company or Affiliates
        of the Company to reduce such Optionee’s compensation.

	 	 
	15.3 
	Binding Agreement
        – The provisions of this Plan and each Option Agreement with
        an Optionee shall be binding upon such Optionee and the Qualified Successor
        or Guardian of such Optionee.

	 	 
	15.4 
	Use of Terms –
        Where the context so requires, references herein to the singular shall
        include the plural, and vice versa, and references to a particular gender
        shall include either or both genders.

	 	 
	15.5 
	Headings –
        The headings used in this Plan are for convenience of reference only and
        shall not in any way affect or be used in interpreting any of the provisions
        of this Plan.

	 	 
	16.
	SHAREHOLDER APPROVAL
        TO PLAN

	 	 
	16.1 
	Shareholder Approval
        to Plan – This Plan must be approved by a majority of the
        votes cast at a meeting of the shareholders of the Company, other than
        votes attaching to securities beneficially owned by:

	 	 
	 	(a)
	insiders of the Company, meaning directors,
        officers or greater than 10 percent shareholders; and

	 	 	 
	 	(b)
	Associates of persons referred to in
        (a).

	 	 	 
	17.
	EFFECTIVE DATE OF
        PLAN

	 	 	 
	17.1 
	Effective Date of
        Plan – This Plan was approved and adopted by the Board of
        Directors on April 19, 1996 and will be submitted to the shareholders
        of the Company for approval at the Company’s next annual general
        meeting and to the Vancouver Stock Exchange. The Effective Date of the
        Plan is April 19, 1996, provided that any Options granted pursuant to
        the Plan prior to the date on which shareholder approval and regulatory
        approval to the Plan is given may not be exercised until the Plan and
        any such Options receive shareholder and regulatory approval.