Valdor Technology International Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






VALDOR TECHNOLOGY INTERNATIONAL INC. 

STOCK OPTION PLAN 

(AMENDED & RESTATED – JUNE 28, 2013) 

1.      PURPOSE OF THE PLAN


         The Company
hereby establishes a stock option plan for directors, senior officers,
Employees, Consultants, Consultant Company or Management Company Employees (as
such terms are defined below) of the Company and its subsidiaries, or where the
Company is an Unlisted Issuer, an Eligible Charitable Organization (collectively
"Eligible Persons"), to be known as the "Stock Option Plan" (the
"Plan"). The purpose of the Plan is to give to Eligible Persons, as
additional compensation, the opportunity to participate in the success of the
Company by granting to such individuals options, exercisable over periods of up
to ten years, as determined by the board of directors of the Company, to buy
shares of the Company at a price equal to the Market Price prevailing on the
date the option is granted less applicable discount, if any, permitted by the
policies of the Exchanges and approved by the Board. 

2.      DEFINITIONS 

         
In this Plan, the following terms shall have the following meanings:


	2.1 	
      "Associate" means an "Associate" as defined in the
      TSX Policies.

	 	 
	2.2 	
      "Board" means the Board of Directors of the
      Company.

	 	 
	2.3 	
      "Change of Control" means the acquisition by any
      person or by any person and all Joint Actors, whether directly or
      indirectly, of voting securities (as defined in the Securities Act)
      of the Company, which, when added to all other voting securities of the
      Company at the time held by such person or by such person and a Joint
      Actor, totals for the first time not less than fifty percent (50%) of the
      outstanding voting securities of the Company or the votes attached to
      those securities are sufficient, if exercised, to elect a majority of the
      Board of Directors of the Company.

	 	 
	2.4 	
      "Company" means Valdor Technology International
      Inc. and its successors.

	 	 
	2.5 	
      "Consultant" means a "Consultant" as defined in
      the TSX Policies.

	 	 
	2.6 	
      "Consultant Company" means a "Consultant Company"
      as defined in the TSX Policies.

	 	 
	2.7 	
      "Disability" means any disability with respect to
      an Optionee which the Board, in its sole and unfettered discretion,
      considers likely to prevent permanently the Optionee
  from:




	 	(a) 	
      being employed or engaged by the Company, its
      subsidiaries or another employer, in a position the same as or similar to
      that in which he was last employed or engaged by the Company or its
      subsidiaries; or

	 	 	 
	 	(b) 	
      acting as a director or officer of the Company or its
      subsidiaries.







- 2 - 

	2.8 	
      "Discounted Market Price" of Shares means, if the
      Shares are listed only on the TSX Venture Exchange, the Market Price less
      the maximum discount permitted under the TSX Policy applicable to
      Options.

	 	 
	2.9 	
      “Eligible Charitable Organization” means an
      “Eligible Charitable Organization” as defined in the TSX
  Policies.

	 	 
	2.10 	
      "Eligible Persons" has the meaning given to that
      term in section 1 hereof.

	 	 
	2.11 	
      "Employee" means an "Employee" as defined in the
      TSX Policies.

	 	 
	2.12 	
      "Exchanges" means the TSX Venture Exchange and, if
      applicable, any other stock exchange on which the Shares are
  listed.

	 	 
	2.13 	
      "Expiry Date" means the date set by the Board
      under subsection 3.1 of the Plan, as the last date on which an Option may
      be exercised.

	 	 
	2.14 	
      "Grant Date" means the date specified in the
      Option Agreement as the date on which an Option is granted.

	 	 
	2.15 	
      "Insider" means an "Insider" as defined in the
      British Columbia Securities Act.

	 	 
	2.16 	
      "Investor Relations Activities" means "Investor
      Relations Activities" as defined in the TSX Policies.

	 	 
	2.17 	
      "Joint Actor" means a person acting "jointly or in
      concert with" another person as that phrase is interpreted in
      Multi-lateral Instrument 62-104, Take-Over Bids and Issuer
    Bids.

	 	 
	2.18 	
      "Management Company Employee" means a "Management
      Company Employee" as defined in the TSX Policies.

	 	 
	2.19 	
      "Market Price" of Shares at any Grant Date means
      the last closing price per Share on the trading day immediately preceding
      the day on which the Company announces the grant of the option or, if the
      grant is not announced, on the Grant Date, or if the Shares are not listed
      on any stock exchange, "Market Price" of Shares means the price per Share
      on the over-the- counter market determined by dividing the aggregate sale
      price of the Shares sold by the total number of such Shares so sold on the
      applicable market for the last day prior to the Grant Date.

	 	 
	2.20 	
      "Option" means an option to purchase Shares
      granted pursuant to this Plan.

	 	 
	2.21 	
      "Option Agreement" means an agreement, in the form
      attached hereto as Schedule "A", whereby the Company grants to an Optionee
      an Option.

	 	 
	2.22 	
      "Optionee" means each of Eligible Persons granted
      an Option pursuant to this Plan and their heirs, executors and
      administrators.

	 	 
	2.23 	
      "Option Price" means the price per Share specified
      in an Option Agreement, adjusted from time to time in accordance with the
      provisions of section 5.







- 3 - 

	2.24 	
      "Option Shares" means the aggregate number of
      Shares which an Optionee may purchase under an Option.

	 	 
	2.25 	
      "Plan" means this Stock Option Plan.

	 	 
	2.26 	
      "Shares" means the common shares in the capital of
      the Company as constituted on the Grant Date provided that, in the event
      of any adjustment pursuant to section 5, "Shares" shall thereafter mean
      the shares or other property resulting from the events giving rise to the
      adjustment.

	 	 
	2.27 	
      "Securities Act" means the Securities Act,
      R.S.B.C. 1996, c.418, as amended, as at the date hereof.

	 	 
	2.28 	
      "TSX Policies" means the policies included in the
      TSX Venture Exchange Corporate Finance Manual and "TSX Policy" means any
      one of them.

	 	 
	2.29 	
      "Unissued Option Shares" means the number of
      Shares which have, at a particular time, been reserved for issuance upon
      the exercise of an Option, but which have not been issued, as adjusted
      from time to time in accordance with the provisions of section 5, such
      adjustments to be cumulative.

	 	 
	2.30 	
      "Unlisted Issuer” means a company, corporation
      trust or limited partnership which has no securities listed or quoted on
      any stock exchange, nor has outstanding securities for which trading is
      reported to or through a stock exchange or public
market.



3.      GRANT OF OPTIONS 

3.1    Option Terms 

         
The Board may from time to time authorize the issue of Options to
Eligible Persons of the Company and its subsidiaries. The Option Price under
each Option shall be not less than the Discounted Market Price on the Grant
Date. The Expiry Date for each Option shall be set by the Board at the time of
issue of the Option and shall not be more than ten years after the Grant Date.
Options shall not be assignable (or transferable) by the Optionee. 

3.2    Limits on Shares Issuable on Exercise
of Options 

         
The maximum number of Shares which may be issuable pursuant to options
granted under the Plan shall be 11,600,000 Shares. The number of Shares reserved
for issuance under the Plan and all of the Company's other previously
established or proposed share compensation arrangements at any time: 

	 	(a) 	
      to all Insiders shall not exceed 10% of the total number
      of issued and outstanding shares on a non-diluted basis (unless otherwise
      approved by the disinterested shareholders of the Company);
  and







- 4 - 

	 	(b) 	
      to any one Optionee shall not exceed 5% of the total
      number of issued and outstanding shares on a non-diluted basis (unless
      otherwise approved by the disinterested shareholders of the
    Company).



The number of Shares which may be issuable under the Plan and
all of the Company's other previously established or proposed share compensation
arrangements, within a 12 month period: 

	 	(a) 	
      to all Insiders shall not exceed 10% of the total number
      of issued and outstanding shares on a non-diluted basis (unless otherwise
      approved by the disinterested shareholders of the Company);

	 	 	 
	 	(b) 	
      to any one Optionee, shall not exceed 5% of the total
      number of issued and outstanding Shares on the Grant Date on a non-diluted
      basis (unless otherwise approved by the disinterested shareholders of the
      Company);

	 	 	 
	 	(c) 	
      to any one Consultant shall not exceed 2% in the
      aggregate of the total number of issued and outstanding Shares on the
      Grant Date on a non-diluted basis; and

	 	 	 
	 	(d) 	
      to all Eligible Persons who undertake Investor Relations
      Activities shall not exceed 2% in the aggregate of the total number of
      issued and outstanding Shares on the Grant Date on a non-diluted basis,
      which Options are to be vested in stages over at least a one-year period
      and no more than one-quarter (1/4) of such Options may be vested in any
      three (3) month period.



3.3    Option Agreements 

         
Each Option shall be confirmed by the execution of an Option Agreement.
Each Optionee shall have the option to purchase from the Company the Option
Shares at the time and in the manner set out in the Plan and in the Option
Agreement applicable to that Optionee. For stock options to Employees,
Consultants, Consultant Company or Management Company Employees, the Company is
representing herein and in the applicable Option Agreement that the Optionee is
a bona fide Employee, Consultant, Consultant Company or Management Company
Employee, as the case may be, of the Company or its subsidiary. The execution of
an Option Agreement shall constitute conclusive evidence that it has been
completed in compliance with this Plan. 

4.      EXERCISE OF OPTION 

4.1    When Options May be Exercised 

         
Subject to subsections 4.3 and 4.4, an Option may be exercised to
purchase any number of Shares up to the number of Unissued Option Shares at any
time after the Grant Date up to 4:00 p.m. local time on the Expiry Date and
shall not be exercisable thereafter. 

4.2    Manner of Exercise 

         
The Option shall be exercisable by delivering to the Company a notice
specifying the number of Shares in respect of which the Option is exercised
together with payment in full of the Option Price for each such Share. Upon
notice and payment there will be binding contract for the issue of the Shares in
respect of which the Option is exercised, upon and subject to the provisions of
the Plan. Delivery of the Optionee's cheque payable to the
Company in the amount of the Option Price shall constitute payment of the Option
Price unless the cheque is not honoured upon presentation in which case the
Option shall not have been validly exercised. 




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4.3    Vesting of Option Shares 

         
An Option shall be granted hereunder as fully vested, unless a vesting
schedule is imposed by the Board as a condition of the grant on the Grant Date;
and provided that if the Option is being granted to an Eligible Person who is
providing Investor Relations Activities to the Company, then the Option must
vest in stages over at least a one-year period and no more than one-quarter
(1/4) of such Options may be vested in any three (3) month period. 

4.4   Termination of Employment 

         
If an Optionee ceases to be an Eligible Person, his or her Option shall
be exercisable as follows: 

	 	(a) 	
      Death or Disability

	 	 	 
	 		
      If the Optionee ceases to be an Eligible Person, due to
      his or her death or Disability or, in the case of an Optionee that is a
      company, the death or Disability of the person who provides management or
      consulting services to the Company or to any entity controlled by the
      Company, the Option then held by the Optionee shall be exercisable to
      acquire Unissued Option Shares at any time up to but not after the earlier
      of:




	 	(i) 	
      365 days after the date of death or Disability;
  and

	 	 	 
	 	(ii) 	
      the Expiry Date.




	 	(b) 	
      Termination For Cause

	 	 	 
	 		
      If the Optionee, or in the case of a Management Company
      Employee or a Consultant Company, the Optionee's employer, ceases to be an
      Eligible Person as a result of termination for cause, as that term is
      interpreted by the courts of the jurisdiction in which the Optionee, or,
      in the case of a Management Company Employee or a Consultant Company, of
      the Optionee's employer, is employed or engaged; any outstanding Option
      held by such Optionee on the date of such termination, shall be cancelled
      as of that date.

	 	 	 
	 	(c) 	
      Early Retirement, Voluntary Resignation or Termination
      Other than For Cause

	 	 	 
	 		
      If the Optionee or, in the case of a Management Company
      Employee or a Consultant Company, the Optionee's employer, ceases to be an
      Eligible Person due to his or her retirement at the request of his or her
      employer earlier than the normal retirement date under the Company's
      retirement policy then in force, or due to his or her termination by the
      Company other than for cause, or due to his or her voluntary resignation,
      the Option then held by the Optionee shall be exercisable to acquire
      Unissued Option Shares at any time up to but not after the earlier of the
Expiry Date and the date which is 30 days after the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible Person. 







- 6 - 

4.5    Effect of a Take-Over Bid


         
If a bona fide offer (an "Offer") for Shares is made to the
Optionee or to shareholders of the Company generally or to a class of
shareholders which includes the Optionee, which Offer, if accepted in whole or
in part, would result in the offeror becoming a control person of the Company,
within the meaning of subsection 1(1) of the Securities Act, subject to
the consent of the Exchanges, the Company shall, immediately upon receipt of
notice of the Offer, notify each Optionee of full particulars of the Offer,
whereupon the Option Shares subject to such Option may be exercised in whole or
in part by the Optionee so as to permit the Optionee to tender the Option Shares
received upon such exercise, pursuant to the Offer. However, if: 

	 	(a) 	
      the Offer is not completed within the time specified
      therein; or

	 	 	 
	 	(b) 	
      all of the Option Shares tendered by the Optionee
      pursuant to the Offer are not taken up or paid for by the offeror in
      respect thereof,



then the Option Shares received upon such exercise, or in the
case of clause (b) above, the Option Shares that are not taken up and paid for,
may be returned by the Optionee to the Company and reinstated as authorized but
unissued Shares and with respect to such returned Option Shares, the Option
shall be reinstated as if it had not been exercised. If any Option Shares are
returned to the Company under this subsection 4.5, the Company shall immediately
refund the exercise price to the Optionee for such Option Shares. 

4.6    Acceleration of Expiry Date 

         
If at any time when an Option granted under the Plan remains
unexercised with respect to any Unissued Option Shares, an Offer is made by an
offeror, the Directors may, upon notifying each Optionee of full particulars of
the Offer, declare that the Expiry Date for the exercise of all unexercised
Options granted under the Plan is accelerated so that all Options will either be
exercised or will expire prior to the date upon which Shares must be tendered
pursuant to the Offer. The Directors shall give each Optionee as much notice as
possible of the acceleration of the Options under this section, except that not
less than 5 business days and not more than 35 days notice is required. 

4.7    Effect of a Change of Control 

         
If a Change of Control occurs, any Option may be exercised in whole or
in part by the Optionee. 

4.8   Exclusion From Severance Allowance,
Retirement Allowance or Termination Settlement 

         
If the Optionee, or, in the case of a Management Company Employee or a
Consultant Company, the Optionee's employer, retires, resigns or is terminated
from employment or engagement with the Company or any subsidiary of the Company,
the loss or limitation, if any, under the Option Agreement with respect to the right to
purchase Option Shares which was cancelled, shall not give rise to any right to
damages and shall not be included in the calculation of nor form any part of any
severance allowance, retiring allowance or termination settlement of any kind
whatsoever in respect of such Optionee. 




- 7 - 

4.9    Shares Not Acquired 

         
Any Unissued Option Shares not acquired by an Optionee under an Option
which has expired may be made the subject of a further Option pursuant to the
provisions of the Plan. 

5.      ADJUSTMENT OF OPTION PRICE
AND NUMBER OF OPTION SHARES 

5.1    Share Reorganization 

         
Whenever the Company issues Shares to all or substantially all holders
of Shares by way of a stock dividend or other distribution, or subdivides all
outstanding Shares into a greater number of Shares, or combines or consolidates
all outstanding Shares into a lesser number of Shares (each of such events being
herein called a "Share Reorganization") then effective immediately after the
record date for such dividend or other distribution or the effective date of
such subdivision, combination or consolidation, for each Option: 

	 	(a) 	
      the Option Price will be adjusted to a price per Share
      which is the product of:

	 	 	 	 
	 		(i) 	
      the Option Price in effect immediately before that
      effective date or record date; and

	 	 	 	 
	 		(ii) 	
      a fraction, the numerator of which is the total number of
      Shares outstanding on that effective date or record date before giving
      effect to the Share Reorganization, and the denominator of which is the
      total number of Shares that are or would be outstanding immediately after
      such effective date or record date after giving effect to the Share
      Reorganization; and

	 	 	 	 
	 	(b) 	
      the number of Unissued Option Shares will be adjusted by
      multiplying (i) the number of Unissued Option Shares immediately before
      such effective date or record date by (ii) a fraction which is the
      reciprocal of the fraction described in subparagraph
  (a)(ii).



5.2    Special Distribution 

         
Subject to the prior approval of the Exchanges, whenever the Company
issues by way of a dividend or otherwise distributes to all or substantially all
holders of Shares: 

	 	(a) 	
      shares of the Company, other than the Shares;

	 	 	 
	 	(b) 	
      evidences of indebtedness;

	 	 	 
	 	(c) 	
      any cash or other assets, excluding cash dividends (other
      than cash dividends which the Board of Directors of the Company has
      determined to be outside the normal course);
or







- 8 - 

	 	(d) 	
      rights, options or warrants,



then to the extent that such dividend or distribution does not
constitute a Share Reorganization (any of such non-excluded events being herein
called a "Special Distribution"), and effective immediately after the record
date at which holders of Shares are determined for purposes of the Special
Distribution, for each Option the Option Price will be reduced, and the number
of Unissued Option Shares will be correspondingly increased, by such amount, if
any, as is determined by the Board in its sole and unfettered discretion to be
appropriate in order to properly reflect any diminution in value of the Option
Shares as a result of such Special Distribution. 

5.3    Corporate Organization 

         
Whenever there is: 

	 	(a) 	
      a reclassification of outstanding Shares, a change of
      Shares into other shares or securities, or any other capital
      reorganization of the Company, other than as described in subsections 5.1
      or 5.2;

	 	 	 
	 	(b) 	
      a consolidation, merger or amalgamation of the Company
      with or into another corporation resulting in a reclassification of
      outstanding Shares into other shares or securities or a change of Shares
      into other shares or securities; or

	 	 	 
	 	(c) 	
      a transaction whereby all or substantially all of the
      Company's undertaking and assets become the property of another
      corporation,



(any such event being herein called a "Corporate
Reorganization") the Optionee will have an option to purchase (at the times, for
the consideration, and subject to the terms and conditions set out in the Plan)
and will accept on the exercise of such option, in lieu of the Unissued Option
Shares which he would otherwise have been entitled to purchase, the kind and
amount of shares or other securities or property that he would have been
entitled to receive as a result of the Corporate Reorganization if, on the
effective date thereof, he had been the holder of all Unissued Option Shares or
if appropriate, as otherwise determined by the Directors. 

5.4    Determination of Option Price and
Number of Unissued Option Shares 

         
If any questions arise at any time with respect to the Option Price or
number of Unissued Option Shares deliverable upon exercise of an Option
following a Share Reorganization, Special Distribution or Corporate
Reorganization, such questions shall be conclusively determined by the Company's
auditor, or, if they decline to so act, any other firm of Chartered Accountants
in Vancouver, British Columbia, that the Directors may designate and who will
have access to all appropriate records and such determination will be binding
upon the Company and all Optionees. 

5.5    Regulatory Approval 

         
Any adjustment to the Option Price or the number of Unissued Option
Shares purchasable under the Plan pursuant to the operation of any one of
subsection 5.1, 5.2 or 5.3 is subject to the approval of the Exchanges where
required pursuant to their policies, and compliance with the applicable
securities rules or regulations of any other governmental authority having
jurisdiction. 




- 9 - 

6.      MISCELLANEOUS 

6.1    Right to Employment 

         
Neither this Plan nor any of the provisions hereof shall confer upon
any Optionee any right with respect to employment or continued employment with
the Company or any subsidiary of the Company or interfere in any way with the
right of the Company or any subsidiary of the Company to terminate such
employment. 

6.2    Necessary Approvals 

         
The Plan shall be effective immediately upon the approval of the Board
of directors of the Company, where the Company is a non-reporting issuer. If the
Company is a reporting issuer whose Shares are listed on any Exchanges, then the
Plan shall be effective only upon the approval of the shareholders of the
Company given by way of an ordinary resolution, where required by the policies
of the Exchanges. Any Options granted under this Plan before such prior approval
shall only be exercised upon the receipt of such approval, where required by the
policies of the Exchanges. Disinterested shareholder approval (as required by
the Exchanges) will be obtained for any reduction in the exercise price of any
Option granted under this Plan if the Optionee is an Insider of the Company at
the time of the proposed amendment. The obligation of the Company to sell and
deliver Shares in accordance with the Plan is subject to compliance with the
policies of the Exchanges and applicable securities rules or regulations of any
governmental authority having jurisdiction. If any Shares cannot be issued to
any Optionee for any reason, including, without limitation, the failure to
comply with such policies, rules or regulations, then the obligation of the
Company to issue such Shares shall terminate and any Option Price paid by an
Optionee to the Company shall be immediately refunded to the Optionee by the
Company. 

6.3    Administration of the Plan 

         
The Directors shall, without limitation, have full and final authority
in their discretion, but subject to the express provisions of the Plan, to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan and to make all other determinations deemed necessary or
advisable in respect of the Plan. Except as set forth in subsection 5.4, the
interpretation and construction of any provision of the Plan by the Directors
shall be final and conclusive. Administration of the Plan shall be the
responsibility of the appropriate officers of the Company and all costs in
respect thereof shall be paid by the Company. 

6.4    Income Taxes 

         
As a condition of and prior to participation of the Plan any Optionee
shall on request authorize the Company in writing to withhold from any
remuneration otherwise payable to him or her any amounts required by any taxing
authority to be withheld for taxes of any kind as a consequence of his or her
participation in the Plan. 




- 10 - 

6.5    Amendments to the Plan 

         
The Directors may from time to time, subject to applicable law and to
the prior approval, if required, of the Exchanges or any other regulatory body
having authority over the Company or the Plan, suspend, terminate or discontinue
the Plan at any time, or amend or revise the terms of the Plan or of any Option
granted under the Plan and the Option Agreement relating thereto, provided that
no such amendment, revision, suspension, termination or discontinuance shall in
any manner adversely affect any option previously granted to an Optionee under
the Plan without the consent of that Optionee. Any amendments to the Plan or
options granted thereunder will be subject to the approval of the shareholders.


6.6    Form of Notice 

         
A notice given to the Company shall be in writing, signed by the
Optionee and delivered to the head business office of the Company. 

6.7    No Representation or Warranty 

         
The Company makes no representation or warranty as to the future market
value of any Shares issued in accordance with the provisions of the Plan. 

6.8    Compliance with Applicable Law


         
If any provision of the Plan or any Option Agreement contravenes any
law or any order, policy, by-law or regulation of any regulatory body or
Exchanges having authority over the Company or the Plan, then such provision
shall be deemed to be amended to the extent required to bring such provision
into compliance therewith. 

6.9    No Assignment 

          No
Optionee may assign any of his or her rights under the Plan or any Option
granted thereunder. 

6.10  Rights of Optionees 

         
An Optionee shall have no rights whatsoever as a shareholder of the
Company in respect of any of the Unissued Option Shares (including, without
limitation, voting rights or any right to receive dividends, warrants or rights
under any rights offering). 

6.11  Conflict 

         
In the event of any conflict between the provisions of this Plan and an
Option Agreement, the provisions of this Plan shall govern. 

6.12  Governing Law 

         
The Plan and each Option Agreement issued pursuant to the Plan shall be
governed by the laws of the Province of British Columbia. 




- 11 - 

6.13  Time of Essence 

         
Time is of the essence of this Plan and of each Option Agreement. No
extension of time will be deemed to be or to operate as a waiver of the
essentiality of time. 

6.14  Entire Agreement 

         
This Plan and the Option Agreement sets out the entire agreement
between the Company and the Optionees relative to the subject matter hereof and
supersedes all prior agreements, undertakings and understandings, whether oral
or written. 

 

Approved by the Board of Directors on June 28,
2013. 

 

“Brian
Findlay” 
Brian Findlay,
Chief Financial
Officer 





SCHEDULE "A" 

VALDOR TECHNOLOGY INTERNATIONAL INC. 
STOCK OPTION
PLAN 

OPTION AGREEMENT 

[Note: If the Option Price is less than the Market price at
the time of the grant, then insert the following legend:] Without
prior written approval of the TSX Venture Exchange and compliance with all
applicable securities legislation, the securities represented by this agreement
and any securities issued upon exercise thereof may not be sold, transferred,
hypothecated or otherwise traded on or through the facilities of the TSX Venture
Exchange or otherwise in Canada or to or for the benefit of a Canadian resident
until [ ][four months and one day after the date of grant].
Unless permitted under securities legislation, the Optionee must not trade the
Option Shares until [ ][four months and one day after the
date of grant]. 

This Option Agreement is entered into between Valdor Technology
International Inc. (the "Company") and the Optionee named below pursuant to the
Company Stock Option Plan (the "Plan"), a copy of which is attached hereto, and
confirms that: 

	1. 	
      on [ ], 20[ ] (the "Grant Date");

	 	 
	2. 	
      [ ] (the "Optionee");

	 	 
	3. 	
      was granted the option (the "Option") to purchase [ ]
      Common Shares (the "Option Shares") of the Company;

	 	 
	4. 	
      for the price (the "Option Price") of $[ ] per
    share;

	 	 
	5. 	
      terminating on the [ ], 20[ ] (the "Expiry
  Date");

	 	 
	6. 	
      by signing this Option Agreement, the Optionee
      acknowledges and consents to:




	 	(a) 	
      the disclosure of Personal Information by the Company to
      the TSX Venture Exchange (the "Exchange") (as defined in Exchange Appendix
      6A – see Appendix I hereto) pursuant to the Exchange Form 4G which the
      Company is required to file in connection with this Option grant;
    and

	 	 	 
	 	(b) 	
      the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6A or
      as otherwise identified by the Exchange, from time to
  time;



(Where "Personal Information" means any
information about the Optionee, and includes the information contained in the
tables, as applicable, found in Exchange Form 4G), 

all on the terms and subject to the conditions set out in the
Plan. 




         
By signing this Option Agreement, the Optionee acknowledges that the
Optionee has read and understands the Plan and agrees to the terms and
conditions of the Plan and this Option Agreement. 

         
IN WITNESS WHEREOF the parties hereto have executed this Option
Agreement as of the [ ] day of [ ], 20[ ]. 

VALDOR TECHNOLOGY
INTERNATIONAL INC. 

Per: 

	 	 	 
	Optionee 	 	Authorized Signatory 







	 	Appendix I 	 


APPENDIX 6A
ACKNOWLEDGEMENT – PERSONAL INFORMATION 

TSX Venture Exchange Inc. and its affiliates, authorized
agents, subsidiaries and divisions, including the TSX Venture Exchange
(collectively referred to as “the Exchange”) collect Personal Information in
certain Forms that are submitted by the individual and/or by an Issuer or
Applicant and use it for the following purposes: 

	to conduct background checks,
  
	to verify the Personal Information that has been provided about each
  individual,
  
	to consider the suitability of the individual to act as an officer,
  director, insider, promoter, investor relations provider or, as applicable, an
  employee or consultant, of the Issuer or Applicant,
  
	to consider the eligibility of the Issuer or Applicant to list on the
  Exchange,
  
	to provide disclosure to market participants as to the security holdings
  of directors, officers, other insiders and promoters of the Issuer, or its
  associates or affiliates,
  
	to conduct enforcement proceedings, and
  
	to perform other investigations as required by and to ensure compliance
  with all applicable rules, policies, rulings and regulations of the Exchange,
  securities legislation and other legal and regulatory requirements governing
  the conduct and protection of the public markets in Canada. 


As part of this process, the Exchange also collects additional
Personal Information from other sources, including but not limited to,
securities regulatory authorities in Canada or elsewhere, investigative, law
enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to
ensure that the purposes set out above can be accomplished. 

The Personal Information the Exchange collects may also be
disclosed: 

	(a) 	
      to the agencies and organizations in the preceding
      paragraph, or as otherwise permitted or required by law, and they may use
      it in their own investigations for the purposes described above;
  and

	 	 
	(b) 	
      on the Exchange’s website or through printed materials
      published by or pursuant to the directions of the
  Exchange.



The Exchange may from time to time use third parties to process
information and/or provide other administrative services. In this regard, the
Exchange may share the information with such third party service providers.