Enertopia Corporation: Exhibit 4.1 - Filed by newsfilecorp.com






Exhibit 4.1 

ENERTOPIA CORPORATION 

2011 STOCK OPTION PLAN 

 




TABLE OF CONTENTS 

	ARTICLE 1 DEFINITIONS AND
      INTERPRETATION 	1 
	  	  	  
	1.1 	Defined Terms 	1 
	1.2 	Interpretation 	2 
	  	  	  
	ARTICLE 2 ESTABLISHMENT OF PLAN 	3 
	  	  	  
	2.1 	Purpose 	3 
	2.2 	Shares Reserved 	3 
	2.3 	Non-Exclusivity 	4 
	2.4 	Effective Date 	4 
	  	  	  
	ARTICLE 3 ADMINISTRATION OF PLAN
    	4 
	  	  	  
	3.1 	Administration 	4 
	3.2 	Amendment, Suspension and Termination 	4 
	3.3 	Compliance with Legislation 	4 
	  	  	  
	ARTICLE 4 OPTION GRANTS 	5 
	  	  	  
	4.1 	Eligibility and Multiple Grants
    	5 
	4.2 	Option Agreement 	5 
	4.3 	Limitation on Grants and
      Exercises 	5 
	  	  	  
	ARTICLE 5 OPTION TERMS 	6 
	  	  	  
	5.1 	Exercise Price 	6 
	5.2 	Expiry Date 	7 
	5.3 	Vesting 	7 
	5.4 	Non-Assignability 	7 
	5.5 	Ceasing to be Eligible Person
    	7 
	  	  	  
	ARTICLE 6 EXERCISE PROCEDURE 	8 
	  	  	  
	6.1 	Exercise Procedure 	8 
	  	  	  
	ARTICLE 7 AMENDMENT OF OPTIONS
	8 
	  	  	  
	7.1 	Consent to Amend 	8 
	7.2 	Amendment Subject to Approval 	8 
	  	  	  
	ARTICLE 8 MISCELLANEOUS 	11 
	  	  	  
	8.1 	No Rights as Shareholder 	11 
	8.2 	No Right to Employment 	11 
	8.3 	Governing Law 	11 






ARTICLE 1 
DEFINITIONS AND INTERPRETATION 

	1.1 	
      Defined Terms



For the purposes of this Plan, the following terms shall have
the following meanings: 

	 	(a) 	
      "Affiliate" has the meaning ascribed thereto by the
      Exchange;

	 	 	 
	 	(b) 	
      "Board" means the Board of Directors of the Corporation
      or, as applicable, a committee consisting of not less than 3 Directors of
      the Corporation duly appointed to administer this Plan;

	 	 	 
	 	(c) 	
      "Common Shares" means the common shares of the
      Corporation;

	 	 	 
	 	(d) 	
      "Consultant" means an individual
who:




	 	(i) 	
      provides ongoing consulting, technical, management or
      other services to the Corporation or an Affiliate under a written contract
      with the Corporation or the Affiliate,

	 	 	 
	 	(ii) 	
      possesses technical, business or management expertise of
      value to the Corporation or an Affiliate,

	 	 	 
	 	(iii) 	
      in the opinion of the Corporation, spends or will spend a
      reasonable amount of time and attention on the business and affairs of the
      Corporation or an Affiliate, and

	 	 	 
	 	(iv) 	
      has a relationship with the Corporation or an Affiliate
      that enables the Consultant to be knowledgeable about the business and
      affairs of the Corporation or the Affiliate,




	 		
      and includes a company of which a Consultant is an
      employee or shareholder and a partnership of which a Consultant is an
      employee or partner;

	 	 	 
	 	(e) 	
      "Corporation" means Enertopia Corporation and its
      successor entities;

	 	 	 
	 	(f) 	
      "Director" means a director of the Corporation or of an
      Affiliate;

	 	 	 
	 	(g) 	
      "Disinterested Shareholder Approval" has the meaning
      ascribed thereto by the Exchange;

	 	 	 
	 	(h) 	
      "Eligible Person" means a Director, Officer, Employee or
      Consultant, and includes an issuer all the voting securities of which are
      owned by Eligible Persons;

	 	 	 
	 	(i) 	
      "Employee" means an individual
who:




	 	(i) 	
      is considered an employee of the Corporation or an
      Affiliate under the Income Tax Act, i.e. for whom income tax,
      employment insurance and Canada Pension Plan deductions must be made at
      source,

	 	 	 
	 	(ii) 	
      works full-time for the Corporation or an Affiliate
      providing services normally provided by an employee and who is subject to
      the same control and direction by the Corporation or the Affiliate over
      the details and method of work as an employee of the Corporation or the Affiliate, but for
      whom income tax deductions are not made at source, or







- 2 - 

	 	(iii) 	
      works for the Corporation or an Affiliate on a continuing
      and regular basis for a minimum amount of time per week providing services
      normally provided by an employee and who is subject to the same control
      and direction by the Corporation or the Affiliate over the details and
      method of work as an employee of the Corporation or the Affiliate, but for
      whom income tax deductions are not made at
source;




	 	(j) 	
      "Exchange" means the Canadian National Stock Exchange,
      any successor entity and any Canadian stock exchange where the
      Corporation’s common shares are then listed;

	 	 	 
	 	(k) 	
      "Expiry Date" means the last day of the term for an
      Option, as set by the Board at the time of grant in accordance with
      Section 5.2 and, if applicable, as amended from time to time;

	 	 	 
	 	(l) 	
      "Insider" has the meaning ascribed thereto by the
      Exchange;

	 	 	 
	 	(m) 	
      "Incentive Stock Option" shall mean an option granted
      pursuant to the Incentive Stock Option provisions as set forth in Article
      8.

	 	 	 
	 	(n) 	
      "Investor Relations Activities" has the meaning ascribed
      thereto by the Exchange;

	 	 	 
	 	(o) 	
      "Management Company Employee" means an individual who is
      employed by a person providing management services to the Corporation or
      an Affiliate which are required for the ongoing successful operation of
      the business enterprise of the Corporation or the Affiliate, but excluding
      a person providing Investor Relations Activities;

	 	 	 
	 	(p) 	
      "Officer" means an officer of the Corporation or of an
      Affiliate, and includes a Management Company Employee;

	 	 	 
	 	(q) 	
      "Option" means an option to purchase Common Shares
      pursuant to this Plan;

	 	 	 
	 	(r) 	
      "Other Share Compensation Arrangement" means, other than
      this Plan and any Options, any stock option plan, stock options, employee
      stock purchase plan or other compensation or incentive mechanism involving
      the issuance or potential issuance of Common Shares, including but not
      limited to a purchase of Common Shares from treasury which is financially
      assisted by the Corporation by way of loan, guarantee or
  otherwise;

	 	 	 
	 	(s) 	
      "Participant" means an Eligible Person who has been
      granted an Option;

	 	 	 
	 	(t) 	
      "Plan" means this Stock Option
Plan.




	1.2 	
      Interpretation




	 	(a) 	
      References to the outstanding Common Shares at any point
      in time shall be computed on a non-diluted
basis.







- 3 - 

ARTICLE 2 
ESTABLISHMENT OF PLAN 

	2.1 	
      Purpose



The purpose of this Plan is to advance the interests of the
Corporation, through the grant of Options, by: 

	 	(a) 	
      providing an incentive mechanism to foster the interest
      of Eligible Persons in the success of the Corporation and its
      Affiliates;

	 	 	 
	 	(b) 	
      encouraging Eligible Persons to remain with the
      Corporation or its Affiliates; and

	 	 	 
	 	(c) 	
      attracting new Directors, Officers, Employees and
      Consultants.




	2.2 	
      Shares Reserved




	 		
      The aggregate number of Common Shares that may be
      reserved, allotted and issued pursuant to Options shall not exceed
      4,720,348 Common Shares, LESS the aggregate number of Common Shares then
      reserved for issuance pursuant to any Other Share Compensation
      Arrangement. For greater certainty, if an Option is surrendered,
      terminated or expires without being exercised, the Common Shares reserved
      for issuance pursuant to such Option shall be available for new Options
      granted under this Plan.

	 	 	 
	 	(a) 	
      If there is a change in the outstanding Common Shares by
      reason of any share consolidation or split, reclassification or other
      capital reorganization, or a stock dividend, arrangement, amalgamation,
      merger or combination, or any other change to, event affecting, exchange
      of or corporate change or transaction affecting the Common Shares, the
      Board shall make, as it shall deem advisable and subject to the requisite
      approval of the relevant regulatory authorities, appropriate substitution
      and/or adjustment in:




	 	(i) 	
      the number and kind of shares or other securities or
      property reserved or to be allotted for issuance pursuant to this
    Plan;

	 	 	 
	 	(ii) 	
      the number and kind of shares or other securities or
      property reserved or to be allotted for issuance pursuant to any
      outstanding unexercised Options, and in the exercise price for such shares
      or other securities or property; and

	 	 	 
	 	(iii) 	
      the vesting of any Options, including the accelerated
      vesting thereof on conditions the Board deems
advisable,




	 		
      and if the Corporation undertakes an arrangement or is
      amalgamated, merged or combined with another corporation, the Board shall
      make such provision for the protection of the rights of Participants as it
      shall deem advisable.

	 	 	 
	 	(b) 	
      No fractional Common Shares shall be reserved for
      issuance under this Plan and the Board may determine the manner in which
      an Option, insofar as it relates to the acquisition of a fractional Common
      Share, shall be treated.

	 	 	 
	 	(c) 	
      The Corporation shall, at all times while this Plan is in
      effect, reserve and keep available such number of Common Shares as will be
      sufficient to satisfy the requirements of this
Plan.







- 4 - 

	2.3 	
      Non-Exclusivity



Nothing contained herein shall prevent the Board from adopting
such other incentive or compensation arrangements as it shall deem advisable.


	2.4 	
      Effective Date



This Plan shall be subject to the approval of any regulatory
authority whose approval is required. Any Options granted under this Plan prior
to such approvals being given shall be conditional upon such approvals being
given, and no such Options may be exercised unless and until such approvals are
given. 

ARTICLE 3 
ADMINISTRATION OF PLAN 

	3.1 	
      Administration




	 	(a) 	
      This Plan shall be administered by the Board. Subject to
      the provisions of this Plan, the Board shall have the
  authority:




	 	(i) 	
      to determine the Eligible Persons to whom Options are
      granted, to grant such Options, and to determine any terms and conditions,
      limitations and restrictions in respect of any particular Option grant,
      including but not limited to the nature and duration of the restrictions,
      if any, to be imposed upon the acquisition, sale or other disposition of
      Common Shares acquired upon exercise of the Option, and the nature of the
      events and the duration of the period, if any, in which any Participant's
      rights in respect of an Option or Common Shares acquired upon exercise of
      an Option may be forfeited;

	 	 	 
	 	(ii) 	
      to interpret the terms of this Plan, to make all such
      determinations and take all such other actions in connection with the
      implementation, operation and administration of this Plan, and to adopt,
      amend and rescind such administrative guidelines and other rules and
      regulations relating to this Plan, as it shall from time to time deem
      advisable, including without limitation for the purpose of ensuring
      compliance with Section 3.3 hereof.




	 	(b) 	
      The Board's interpretations, determinations, guidelines,
      rules and regulations shall be conclusive and binding upon the
      Corporation, Eligible Persons, Participants and all other
  persons.




	3.2 	
      Amendment, Suspension and
  Termination



The Board may amend, subject to the approval of any regulatory
authority whose approval is required, suspend or terminate this Plan or any
portion thereof. No such amendment, suspension or termination shall alter or
impair any outstanding unexercised Options or any rights without the consent of
such Participant. If this Plan is suspended or terminated, the provisions of
this Plan and any administrative guidelines, rules and regulations relating to
this Plan shall continue in effect for the duration of such time as any Option
remains outstanding. 

	3.3 	
      Compliance with
  Legislation




	 	(a) 	
      This Plan, the grant and exercise of Options hereunder
      and the Corporation's obligation to sell, issue and deliver any Common
      Shares upon exercise of Options shall be subject to all applicable
      federal, provincial and foreign laws, policies, rules and regulations, to
      the policies, rules and regulations of any stock exchanges or
      other markets on which the Common Shares are listed or quoted for trading
      and to such approvals by any governmental or regulatory agency as may, in
      the opinion of counsel to the Corporation, be required. The Corporation
      shall not be obligated by the existence of this Plan or any provision of
      this Plan or the grant or exercise of Options hereunder to sell, issue or
      deliver Common Shares upon exercise of Options in violation of such laws,
      policies, rules and regulations or any condition or requirement of such
      approvals.







- 5 - 

	 	(b) 	
      No Option shall be granted and no Common Shares sold,
      issued or delivered hereunder where such grant, sale, issue or delivery
      would require registration or other qualification of this Plan or of the
      Common Shares under the securities laws of any foreign jurisdiction, and
      any purported grant of any Option or any sale, issue and delivery of
      Common Shares hereunder in violation of this provision shall be void. In
      addition, the Corporation shall have no obligation to sell, issue or
      deliver any Common Shares hereunder unless such Common Shares shall have
      been duly listed, upon official notice of issuance, with all stock
      exchanges on which the Common Shares are listed for trading.

	 	 	 
	 	(c) 	
      Common Shares sold, issued and delivered to Participants
      pursuant to the exercise of Options shall be subject to restrictions on
      resale and transfer under applicable securities laws and the requirements
      of any stock exchanges or other markets on which the Common Shares are
      listed or quoted for trading, and any certificates representing such
      Common Shares shall bear, as required, a restrictive legend in respect
      thereof.



ARTICLE 4 
OPTION GRANTS 

	4.1 	
      Eligibility and Multiple
  Grants



Options shall only be granted to Eligible Persons. An Eligible
Person may receive Options on more than one occasion and may receive separate
Options, with differing terms, on any one or more occasions. 

	4.2 	
      Option Agreement



Every Option shall be evidenced by an option agreement executed
by the Corporation and the Participant, which shall, if the Participant is an
Employee, Consultant or Management Company Employee, contain a representation
and warranty by the Corporation and such Participant that such Participant is a
bona fide Employee, Consultant or Management Company Employee, as the case may
be, of the Corporation or an Affiliate. In the event of any discrepancy between
this Plan and an option agreement, the provisions of this Plan shall govern.


	4.3 	
      Limitation on Grants and
  Exercises




	 	(a) 	
      To any one person. The number of Common Shares
      reserved for issuance to any one person in any 12 month period under this
      Plan and any Other Share Compensation Arrangement shall n

	 	 	 
	 	(b) 	
      ot exceed 5% of the outstanding Common Shares at the time
      of the grant, unless the Corporation has obtained Disinterested
      Shareholder Approval to exceed such limit.

	 	 	 
	 	(c) 	
      To Consultants. The number of Common Shares
      reserved for issuance to any one Consultant in any 12 month period under
      this Plan and any Other Share Compensation Arrangement shall not exceed 2%
      of the outstanding Common Shares at the time of the
  grant.







- 6 - 

	 	(d) 	
      To persons conducting Investor Relations Activities.
      The aggregate number of Common Shares reserved for issuance to all
      employees conducting Investor Relations Activities in any 12 month period
      under this Plan and any Other Share Compensation Arrangement shall not
      exceed 2% of the outstanding Common Shares at the time of the
  grant.

	 	 	 
	 	(e) 	
      To Insiders. Unless the Corporation has received
      Disinterested Shareholder Approval to do so:




	 	(i) 	
      the aggregate number of Common Shares reserved for
      issuance to Insiders under this Plan and any Other Share Compensation
      Arrangement shall not exceed 10% of the outstanding Common Shares at the
      time of the grant;

	 	 	 
	 	(ii) 	
      the aggregate number of Common Shares reserved for
      issuance to Insiders in any 12 month period under this Plan and any Other
      Share Compensation Arrangement shall not exceed 10% of the outstanding
      Common Shares at the time of the grant.




	 	(f) 	
      Exercises. Unless the Corporation has received
      Disinterested Shareholder Approval to do so, the number of Common Shares
      issued to any person within a 12 month period pursuant to the exercise of
      Options granted under this Plan and any Other Share Compensation
      Arrangement shall not exceed 5% of the outstanding Common Shares at the
      time of the exercise.

	 	 	 
	 	(g) 	
      Exclusion. For purposes of subsections (d) and (e)
      herein, any Common Shares reserved for issuance or issued to any person
      pursuant to this Plan and any Other Share Compensation Arrangement prior
      to the person becoming an Insider shall be excluded for purposes of the
      calculations in subsections (d) and (e) herein.



ARTICLE 5 
OPTION TERMS 

	5.1 	
      Exercise Price




	 	(a) 	
      The exercise price per Common Share for an Option shall
      not be less than the "Discounted Market Price", as calculated pursuant to
      the policies of the Exchange, or such other minimum price as may be
      required or permitted by the Exchange.

	 	 	 
	 	(b) 	
      If Options are granted within ninety days of a
      distribution by the Corporation by prospectus, then the exercise price per
      Common Share for such Option shall not be less than the greater of the
      minimum exercise price calculated pursuant to subsection (a) herein and
      the price per Common Share paid by the public investors for Common Shares
      acquired pursuant to such distribution. Such ninety day period shall
      begin:




	 	(i) 	
      on the date the final receipt is issued for the final
      prospectus in respect of such distribution; and

	 	 	 
	 	(ii) 	
      in the case of a prospectus that qualifies special
      warrants, on the closing date of the private placement in respect of such
      special warrants.







- 7 - 

	5.2 	
      Expiry Date



Every Option shall have a term not exceeding and shall
therefore expire no later than 10 years after the date of grant.

	5.3 	
      Vesting




	 	(a) 	
      Subject to the subsection (b) herein and otherwise in
      compliance with the policies of the Exchange, the Board shall determine
      the manner in which an Option shall vest and become exercisable.

	 	 	 
	 	(b) 	
      Options granted to Consultants performing Investor
      Relations Activities shall vest over a minimum of 12 months with no more
      than 1/4 of such Options vesting in any 3 month
period.




	5.4 	
      Non-Assignability



Options may not be assigned or transferred. 

	5.5 	
      Ceasing to be Eligible
  Person




	 	(a) 	
      If a Participant who is an Officer, Employee or
      Consultant is terminated for cause, each Option held by such Participant
      shall terminate and shall therefore cease to be exercisable upon such
      termination for cause.

	 	 	 
	 	(b) 	
      If a Participant dies prior to otherwise ceasing to be an
      Eligible Person, each Option held by such Participant shall terminate and
      shall therefore cease to be exercisable no later than the earlier of the
      Expiry Date and the date which is six months after the date of the
      Participant's death, always provided that the Board may, in its
      discretion, extend the date of such termination and the resulting period
      in which such Option remains exercisable to a date not exceeding the
      earlier of the Expiry Date and the date which is twelve months after the
      date of the Participant's death.

	 	 	 
	 	(c) 	
      If a Participant ceases to be an Eligible Person other
      than in the circumstances set out in subsection (a) or (b) herein, each
      Option held by such Participant shall terminate and shall therefore cease
      to be exercisable no later than the earlier of the Expiry Date and the
      date which is 30 days after such event, always provided that the Board
      may, in its discretion, extend the date of such termination and the
      resulting period in which such Option remains exercisable to a date not
      exceeding the earlier of the Expiry Date and the date which is twelve
      months after such event, and further provided that the Board may, in its
      discretion, on a case-by-case basis and only with the approval of the
      Exchange, further extend the date of such termination and the resulting
      period in which such Option remains exercisable to a date exceeding the
      date which is after twelve months of such event.

	 	 	 
	 	(d) 	
      For greater certainty, if a Participant dies, each Option
      held by such Participant shall be exercisable by the legal representative
      of such Participant until such Option terminates and therefore ceases to
      be exercisable pursuant to the terms of this Section.

	 	 	 
	 	(e) 	
      If any portion of an Option is not vested at the time a
      Participant ceases, for any reason whatsoever, to be an Eligible Person,
      such unvested portion of the Option may not be thereafter exercised by the
      Participant or its legal representative, as the case may be, always
      provided that the Board may, in its discretion, thereafter permit the
      Participant or its legal representative, as the case may be, to exercise all
or any part of such unvested portion of the Option that would have vested prior
to the time such Option otherwise terminates and therefore ceases to be
exercisable pursuant to the terms of this Section. For greater certainty, and
without limitation, this provision will apply regardless of whether the
Participant ceased to be an Eligible Person voluntarily or involuntarily, was
dismissed with or without cause, and regardless of whether the Participant
received compensation in respect of dismissal or was entitled to a notice of
termination for a period which would otherwise have permitted a greater portion
of an Option to vest. 







- 8 - 

ARTICLE 6 
EXERCISE PROCEDURE 

	6.1 	
      Exercise Procedure



An Option may be exercised from time to time, and shall be
deemed to be validly exercised by the Participant only upon the Participant's
delivery to the Corporation at its registered office: 

	 	(a) 	
      a written notice of exercise addressed to the Corporate
      Secretary of the Corporation, specifying the number of Common Shares with
      respect to which the Option is being exercised;

	 	 	 
	 	(b) 	
      the originally signed option agreement with respect to
      the Option being exercised;

	 	 	 
	 	(c) 	
      a certified cheque or bank draft made payable to the
      Corporation for the aggregate exercise price for the number of Common
      Shares with respect to which the Option is being exercised; and

	 	 	 
	 	(d) 	
      documents containing such representations, warranties,
      agreements and undertakings, including such as to the Participant's future
      dealings in such Common Shares, as counsel to the Corporation reasonably
      determines to be necessary or advisable in order to comply with or
      safeguard against the violation of the laws of any
  jurisdiction;



and on the business day following, the Participant shall be
deemed to be a holder of record of the Common Shares with respect to which the
Option is being exercised, and thereafter the Corporation shall, within a
reasonable amount of time, cause certificates for such Common Shares to be
issued and delivered to the Participant. 

ARTICLE 7 
AMENDMENT OF OPTIONS 

	7.1 	
      Consent to Amend



The Board may amend any Option with the consent of the affected
Participant and the Exchange, including any shareholder approval required by the
Exchange. For greater certainty, Disinterested Shareholder Approval is required
for any reduction in the exercise price of an Option if the Participant is an
Insider at the time of the proposed amendment. 

	7.2 	
      Amendment Subject to
  Approval



If the amendment of an Option requires regulatory or
shareholder approval, such amendment may be made prior to such approvals being
given, but no such amended Options may be exercised unless and until such
approvals are given. 




- 9 - 

ARTICLE 8 
INCENTIVE STOCK OPTIONS 

	8.1 	
      Definitions – specific for Article
      8




	 	(a) 	
      “Code” shall mean the Internal Revenue Code of 1986. As
      it may be amended from time to time;

	 	 	 
	 	(b) 	
      "Consultants" shall mean individuals or entities who
      provide services to the Corporation who are not Employees or
    Directors.

	 	 	 
	 	(c) 	
      "Directors" shall mean those members of the Board of
      Directors of the Corporation who are not Employees.

	 	 	 
	 	(d) 	
      "Disability" shall mean a medically determinable physical
      or mental condition which causes an Employee, Director or Consultant to be
      unable to engage in any substantial gainful activity and which can be
      expected to result in death or to be of long-continued and indefinite
      duration.

	 	 	 
	 	(e) 	
      "Employee" shall mean any common law employee, including
      officers, of the Corporation as determined under the Code and the Treasury
      Regulations thereunder.

	 	 	 
	 	(f) 	
      "Fair Market Value" with regards to the grant of Stock
      Options shall mean (i) if the Stock is listed on a national securities
      exchange, the mean between the highest and lowest sales prices for the
      Stock on such date, or, if no such prices are reported for such day, then
      on the next preceding day on which there were reported prices; (ii) if the
      Stock is not listed on a national securities exchange, the closing price
      for the shares on such date, or if no such prices are reported for such
      day, then on the next preceding day on which there were reported prices;
      or (iii) as determined in good faith by the Board. “Fair Market Value”
      with regards to Stock Awards shall be determined by the Board, in good
      faith and in its sole discretion.




	8.2 	
      Granting of Incentive Stock
  Options.




	 	(a) 	
      Only Employees of the Corporation shall be eligible to
      receive Incentive Stock Options under the Plan. Officers, Directors and
      Consultants of the Corporation who are not also Employees shall not be
      eligible to receive Incentive Stock Options.

	 	 	 
	 	(b) 	
      The purchase price of each share of Stock subject to an
      Incentive Stock Option shall not be less than 100% of the Fair Market
      Value of a share of the Stock on the date the Incentive Stock Option is
      granted; provided, however, that the purchase price of each share of Stock
      subject to an Incentive Stock Option granted to a Ten Percent Shareholder
      shall not be less than 110% of the Fair Market Value of a share of the
      Stock on the date the Incentive Stock Option is granted.

	 	 	 
	 	(c) 	
      No Incentive Stock Option shall be exercisable more than
      ten years from the date the Incentive Stock Option was granted; provided,
      however, that an Incentive Stock Option granted to a Ten Percent
      Shareholder shall not be exercisable more than five years from the date
      the Incentive Stock Option was granted.

	 	 	 
	 	(d) 	
      The Board shall determine and designate from time to time
      those Employees who are to be granted Incentive Stock Options and specify
      the number of shares subject to each Incentive Stock
  Option.







- 10 - 

	 	(e) 	
      The Board, in its sole discretion, shall determine
      whether any particular Incentive Stock Option shall become exercisable in
      one or more installments, specify the installment dates, and, within the
      limitations herein provided, determine the total period during which the
      Incentive Stock Option is exercisable. Further, the Committee may make
      such other provisions as may appear generally acceptable or desirable to
      the Committee or necessary to qualify its grants under the provisions of
      Section 422 of the Code.

	 	 	 
	 	(f) 	
      The Board may grant at any time new Incentive Stock
      Options to an Employee who has previously received Incentive Stock Options
      or other options whether such prior Incentive Stock Options or other
      options are still outstanding, have previously been exercised in whole or
      in part, or are cancelled in connection with the issuance of new Incentive
      Stock Options. The purchase price of the new Incentive Stock Options may
      be established by the Committee without regard to the existing Incentive
      Stock Options or other options.

	 	 	 
	 	(g) 	
      Notwithstanding any other provisions hereof, the
      aggregate Fair Market Value (determined at the time the option is granted)
      of the Stock with respect to which Incentive Stock Options are exercisable
      for the first time by the Employee during any calendar year (under all
      such plans of the Grantee's employer corporation and its parent and
      subsidiary corporation) shall not exceed
$100,000.




	8.3 	
      Exercise of Incentive Stock
  Options.



The option price of an Incentive Stock Option shall be payable
on exercise of the option (i) in cash or by check, bank draft or postal or
express money order, (ii) by the surrender of Stock then owned by the grantee,
(iii) the proceeds of a loan from an independent broker-dealer whereby the loan
is secured by the option or the stock to be received upon exercise, or (iv) any
combination of the foregoing; provided, that each such method and time for
payment and each such borrowing and terms and conditions of repayment shall then
be permitted by and be in compliance with applicable law. Shares of Stock so
surrendered in accordance with clause (ii) or (iv) shall be valued at the Fair
Market Value thereof on the date of exercise, surrender of such Stock to be
evidenced by delivery of the certificate(s) representing such shares in such
manner, and endorsed in such form, or accompanied by stock powers endorsed in
such form, as the Board may determine.

	8.4 	
      Termination of
Employment.




	 	(a) 	
      If a grantee's employment with the Corporation is
      terminated other than by Disability or death, the terms of any then
      outstanding Incentive Stock Option held by the Grantee shall extend for a
      period ending on the earlier of the date on which such Stock Option would
      otherwise expire or three months after such termination of employment, and
      such Stock Option shall be exercisable to the extent it was exercisable as
      of such last date of employment.

	 	 	 
	 	(b) 	
      If a Grantee's employment with the Corporation is
      terminated by reason of Disability, the term of any then outstanding
      Incentive Stock Option held by the Grantee shall extend for a period
      ending on the earlier of the date on which such Stock Option would
      otherwise expire or twelve months after such termination of employment,
      and such Stock Option shall be exercisable to the extent it was
      exercisable as of such last date of employment.

	 	 	 
	 	(c) 	
      If a Grantee's employment with the Corporation is
      terminated by reason of death, the representative of his estate or
      beneficiaries thereof to whom the Stock Option has been transferred shall
      have the right during the period ending on the earlier of the date on
      which such Stock Option would otherwise expire or twelve months after such
      date of death, to exercise any then outstanding Incentive Stock Options
in whole or in part. If a Grantee dies without having fully exercised any then
outstanding Incentive Stock Options, the representative of his estate or
beneficiaries thereof to whom the Stock Option has been transferred shall have
the right to exercise such Stock Options in whole or in part.







- 11 - 

ARTICLE 9 
MISCELLANEOUS 

	9.1 	
      No Rights as
Shareholder



Nothing in this Plan or any Option shall confer upon a
Participant any rights as a shareholder of the Corporation with respect to any
of the Common Shares underlying an Option unless and until such Participant
shall have become the holder of such Common Shares upon exercise of such Option
in accordance with the terms of the Plan. 

	9.2 	
      No Right to
Employment



Nothing in this Plan or any Option shall confer upon a
Participant any right to continue in the employ of the Corporation or any
Affiliate or affect in any way the right of the Corporation or any Affiliate to
terminate the Participant's employment, with or without cause, at any time; nor
shall anything in the Plan or any Option be deemed or construed to constitute an
agreement, or an expression of intent, on the part of the Corporation or any
Affiliate to extend the employment of any Participant beyond the time which the
Participant would normally be retired pursuant to the provisions of any present
or future retirement plan of the Corporation or any Affiliate, or beyond the
time at which he would otherwise be retired pursuant to the provisions of any
contract of employment with the Corporation or any Affiliate. 

	9.3 	
      Governing Law



This Plan, all option agreements, the grant and exercise of
Options hereunder, and the sale, issue and delivery of Common Shares hereunder
upon exercise of Options shall be, as applicable, governed by and construed in
accordance with the laws of the Province of British Columbia and the federal
laws of Canada applicable therein. The Courts of the Province of British
Columbia shall have the exclusive jurisdiction to hear and decide any disputes
or other matters arising herefrom.