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                                                                    EXHIBIT 4.12

                            WESTERN WIND ENERGY CORP.

                             2003 STOCK OPTION PLAN

                        Dated for Reference July 23, 2003

1.   PURPOSE

1.1      The purpose of this stock option plan (the "Stock Option Plan") is to
         authorize the grant to directors, officers, employees and other service
         providers of Western Wind Energy Corp. ("Western Wind") incentive stock
         options to purchase common shares in the capital of Western Wind and
         thus benefit Western Wind. This will allow Western Wind to attract,
         retain and motivate service providers by providing them with the
         opportunity, through share options, to acquire an increased proprietary
         interest in Western Wind.

2.       INTERPRETATION


2.1      In this Stock Option Plan, in addition to terms which are
         parenthetically defined, the following terms shall have the following
         meanings respectively:

         (a)      "Associate" has the meaning ascribed thereto in the Securities
                  Act (British Columbia);

         (b)      "Board" means the board of directors of Western Wind;

         (c)      "Common Shares" means common shares in the capital of Western
                  Wind;

         (d)      "Consultant" means, in relation to Western Wind or its
                  Subsidiaries, an individual or Consultant Company, other than
                  an Employee or a Director of Western Wind, that:



                  (i)      is engaged to provide on an ongoing bona fide basis,
                           consulting, technical, management or other services
                           to Western Wind or a Subsidiary of Western Wind,
                           other than services provided in relation to a
                           distribution;

                  (ii)     provides the services under a written contract
                           between Western Wind or a Subsidiary of Western Wind
                           and the individual or the Consultant Company;

                  (iii)    in the reasonable opinion of Western Wind, spends or
                           will spend a significant amount of time and attention
                           on the affairs and business of Western Wind or a
                           Subsidiary of Western Wind; and

                  (iv)     has a relationship with Western Wind or a Subsidiary
                           of Western Wind that enables the individual to be
                           knowledgeable about the business and affairs of
                           Western Wind;

         (e)      "Consultant Company" means for an individual consultant, a
                  company or partnership of which the individual is an employee,
                  shareholder or partner;

         (f)      "Director" means a director or senior officer of Western Wind
                  or its Subsidiaries;
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         (g)      "Eligible Optionee" means:

                  (i)      a Director or Employee of Western Wind or its
                           Subsidiaries;

                  (ii)     a Consultant; or

                  (iii)    a Management Company Employee

                  provided an exemption from the registration and prospectus
                  requirements under the applicable securities legislation is
                  available to Western Wind;

         (h)      "Employee" means:

                  (i)      an individual who is considered an employee of
                           Western Wind or its Subsidiaries under the Income Tax
                           Act (Canada) (i.e. for whom income tax, employment
                           insurance and CPP deductions must be made at source);

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

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

         (i)      "Exchange" means the TSX Venture Exchange, provided that if
                  the Common Shares are not at the relevant time listed and
                  posted for trading on the TSX Venture Exchange, "Exchange"
                  shall mean such stock exchange or quotation system on which
                  the Common Shares are then listed or quoted as may be selected
                  by the Board;

         (j)      "Exchange Policies" means the policies of the Exchange;

         (k)      "Existing Options" means stock options granted prior to July
                  23, 2003 pursuant to the Former Plan or prior to
                  implementation of the Former Plan which have not been
                  exercised or cancelled;

         (l)      "Expiry Date" of an Option means the day on which an Option
                  lapses;

         (m)      "Former Plan" means Western Wind's stock option plan dated for
                  reference June 18, 2002;

         (n)      "Insider" has the meaning ascribed thereto in the Exchange
                  Policies;

         (o)      "Investor Relations Activities" has the meaning ascribed
                  thereto in the Exchange Policies;

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         (p)      "Management Company Employee" means an individual employed by
                  a person providing management services to Western Wind or its
                  Subsidiaries, which are required for the ongoing successful
                  operation of the business enterprise of Western Wind, but
                  excluding a person engaged in Investor Relations Activities;

         (q)      "Option" means a stock option granted pursuant to the Stock
                  Option Plan;

         (r)      "Optionee" means an individual to whom an Option is granted by
                  Western Wind under this Stock Option Plan;

         (s)      "Outstanding Issue" means the number of Common Shares which
                  are issued and outstanding as of a particular time, on a
                  non-diluted basis;

         (t)      "Reserved for Issuance" at any particular time refers to
                  Common Shares which may be issued in the future upon the
                  exercise of Options and Existing Options which are outstanding
                  at that time; and

         (u)      "Subsidiary" has the meaning ascribed thereto in the Company
                  Act (British Columbia).

3.       ADMINISTRATION


3.1      The Stock Option Plan shall be administered by the Board. Options to
         purchase unissued Common Shares may be granted from time to time under
         this Stock Option Plan by the Board only to Eligible Optionees.

3.2      Subject to the provisions hereof, the Board shall have full and final
         authority to determine whether and when Options are to be granted, to
         determine which Eligible Optionees are to be granted Options under the
         Stock Option Plan, the number of shares subject to each Option, and all
         other terms and conditions applicable to each Option.

3.3      For every grant of stock options to Employees, Consultants or
         Management Company Employees, Western Wind shall represent that the
         Optionee is a bona fide Employee, Consultant or Management Company
         Employee of Western Wind or its Subsidiaries, as the case may be.

4.       SHARES SUBJECT TO PLAN

4.1      Subject to adjustment under the provisions of paragraph 14 hereof, the
         aggregate number of Common Shares which may be issued and sold under
         the Stock Option Plan, together with the number of Common Shares issued
         after July 23, 2003 pursuant to the exercise of Existing Options, will
         not exceed 2,110,930 Common Shares.

4.2      If any Common Shares cannot be issued to any Optionee for whatever
         reason, the obligation of Western Wind to issue such Common Shares
         shall terminate and any option exercise price paid to Western Wind
         shall be returned to the Optionee. Common Shares in respect of which
         Options or Existing Options have expired unexercised shall be available
         for subsequent Options granted under the Stock Option Plan.

4.3      No fractional shares may be issued or purchased under the Stock Option
         Plan. If Options are surrendered, terminated or expire in accordance
         with the terms of the Stock Option Plan without
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         being exercised, new Options may be granted covering Common Shares not
         purchased under such lapsed Options.

4.4      All Existing Options which are outstanding as of the date of adoption
         of the Stock Option Plan shall thereafter be governed by the Stock
         Option Plan.

5.       GRANT LIMITATIONS

5.1      Options granted under the Stock Option Plan will be subject to the
         following limitations:

         (a)      the number of Common Shares reserved for issuance to holders
                  of Options or Existing Options who are Insiders at the time of
                  the particular grant may not exceed 20% of the Outstanding
                  Issue at the time of such grant;

         (b)      the number of Options granted within a 12 month period to
                  Optionees who are Insiders at the time of issuance, may not
                  exceed 20% of the Outstanding Issue at the time of such grant;

         (c)      the number of Options granted to any one Optionee within any
                  12 month period may not exceed 5% of the Outstanding Issue at
                  the time of such grant;

         (d)      the number of Options granted to any one Consultant in any 12
                  month period may not exceed 2% of the Outstanding Issue;

         (e)      the aggregate number of Options granted to persons employed to
                  provide Investor Relations Activities in any 12 month period
                  may not exceed 2% of the Outstanding Issue; and

         (f)      the aggregate number of Options granted to an Employee
                  conducting Investor Relations Activities in any 12 month
                  period may not exceed 2% of the Outstanding Issue.

6.       PRICE

6.1      The option price of any Common Share in respect of which an Option may
         be granted under the Stock Option Plan shall be fixed by the Board but
         shall be not less than the minimum price permitted by the Exchange. The
         Board may determine that the option price per Common Share may escalate
         at a specified rate dependent upon the year in which any Option to
         purchase Common Shares may be exercised by the Optionee.

6.2      Disinterested Shareholder approval will be obtained for any reduction
         in the exercise price if the Optionee is an Insider of Western Wind at
         the time of the proposed amendment.

7.       PERIOD OF OPTION AND RIGHTS TO EXERCISE

7.1      Subject to the provisions of this paragraph 7.1 and paragraphs 8, 9, 10
         and 11 below, Options will be exercisable in whole or in part, and from
         time to time, during the currency thereof. Options shall not be granted
         for a term exceeding five years. The Common Shares to be purchased upon
         the exercise of any Option ("Option Shares") shall be paid for in full
         at the time
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         of such exercise. Except as provided in paragraphs 9 and 10 below, no
         Option may be exercised unless the optionee is at the time of exercise
         an Eligible Optionee.

8.       VESTING RESTRICTIONS

8.1      The vesting periods for all Options granted pursuant to this Stock
         Option Plan will be determined at the discretion of the Board at the
         time of the grant in accordance with the policies of the Exchange.

8.2      If the Board determines with respect to an Optionee that is desirable
         to alter the vesting periods of any particular Option, it may fix the
         vesting of that Option before or after its grant in such manner as it
         determines in its discretion.

8.3      If a bona fide offer (an "Offer"):


         (a)      is made to all shareholders of Western Wind for Common Shares,
                  which Offer, if accepted in whole or in part, would result in
                  the offeror becoming a control person of Western Wind, within
                  the meaning of subsection 1(1) of the Securities Act (British
                  Columbia);

         (b)      is made for all or substantially all of the assets of Western
                  Wind (as such concept is interpreted under the Company Act
                  (British Columbia); or

         (c)      is made for a proposed transaction which a majority of the
                  Board determines is reasonably likely to have a similar effect
                  as either of the transactions referred to in subparagraph (a)
                  or (b) above;

         then Western Wind shall, immediately upon receipt of notice of the
         Offer, notify each Optionee of full particulars of the Offer,
         whereupon, notwithstanding that such Option may not be fully vested at
         such time, such Option shall become vested immediately, and such
         Options may be exercised in whole or in part by the Optionee so as to
         permit the Optionee to tender or to vote, as applicable, the Option
         Shares received upon such exercise, pursuant to the Offer. If:

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

         (e)      the Optionee does not tender the Option Shares pursuant to the
                  Offer, if applicable;

         (f)      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; or

         (g)      the sale or reorganization does not close in accordance with
                  its terms,

         then the Option Shares received upon such exercise, or in the case of
         clause (f) above, the Option Shares that are not taken up and paid for,
         shall be returned by the Optionee to Western Wind and reinstated as
         authorized but unissued Common Shares and with respect to such returned
         Option Shares, the Option shall be reinstated as if it had not been
         exercised and the terms upon which such Option Shares were to become
         vested pursuant to paragraph 8.1 shall be reinstated. If any Option
         Shares are returned to Western Wind under this paragraph 8.3, Western
         Wind shall immediately refund the exercise price to the Optionee for
         such Option Shares. In no event shall the Optionee be entitled to sell
         the Option Shares otherwise than pursuant to the Offer (in the
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         case of an Offer pursuant to paragraph 8.3(a) hereof) or to sell the
         Option Shares prior to the closing of any transaction (in the case of
         an Offer pursuant to paragraph 8.3(b) or (c) hereof).

9.       CESSATION OF PROVISION OF SERVICES

9.1      If any Optionee ceases to be an Eligible Optionee for any reason
         (except as otherwise provided in paragraphs 10 and 11 or for cause) the
         Optionee may, but only within the period of thirty days after such
         cessation and in no event after the Expiry Date of the Optionee's
         Option, exercise the Optionee's Option.

9.2      If an Optionee ceases to be an Eligible Optionee for cause, no Option
         held by such Optionee may be exercised following the date on which such
         Optionee ceases to be an Eligible Optionee.

9.3      An Optionee ceases to be an Eligible Optionee if his or her employment
         has been terminated by Western Wind or a Subsidiary of Western Wind:

         (a)      other than for cause, either:

                  (i)      on the day specified by Western Wind or such
                           Subsidiary in writing to the Eligible Optionee as
                           being the last day on which the Eligible Optionee is
                           to report for work for Western Wind or a Subsidiary
                           of Western Wind; or

                  (ii)     if such Eligible Optionee is given pay in lieu of
                           advance notice of a pending effective date of
                           termination, on the day on which such notice of
                           termination is given in writing by Western Wind or
                           such Subsidiary to the Eligible Optionee and

         (b)      for cause, on the day on which the notice of termination was
                  given.

10.      DEATH OF OPTIONEE

10.1     If an Optionee ceases to be an Eligible Optionee by reason of death of
         the Optionee during the currency of the Optionee's Option, any Option
         theretofore granted to the Optionee shall be exercisable by the
         Optionee's legal personal representative within, but only within, the
         period of one year after the Optionee's death, and in no event after
         the expiry date of the Option. Before expiry of an Option under this
         paragraph 10, Western Wind shall notify the Optionee's legal personal
         representative in writing of such expiry.

11.      EXTENSION OF OPTION

11.1     Notwithstanding the provisions of paragraphs 9 and 10, the Board may
         extend the period of time within which an Option held by an Optionee
         who has ceased to be an Eligible Optionee may be exercised, but such an
         extension shall not be granted beyond the original Expiry Date of the
         Option. Any extensions of Options granted under this Stock Option Plan
         are subject to applicable regulatory approval.
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12.      GRANT OF MULTIPLE OPTIONS

12.1     The grant of an Option to any Eligible Optionee shall not prevent the
         Board from granting further Options to the same Eligible Optionee and
         any such further grant of an Option shall, for the purposes of
         paragraph 3, be treated as a separate Option.

13.      NON-TRANSFERABILITY OF OPTIONS

13.1     No Option granted under the Stock Option Plan shall be transferable or
         assignable by an Optionee, or subject to any other alienation, sale,
         pledge or encumbrance, otherwise than by will or by the laws of descent
         and distribution, and, therefore, such Option shall be exercisable,
         during an Optionee's lifetime, only by the Optionee.

14.      ADJUSTMENTS IN SHARES SUBJECT TO PLAN

14.1     Following the date an Option is granted, the exercise price for and the
         number of Option Shares which are subject to an Option will be
         adjusted, with respect to the then unexercised portion thereof, in the
         events and in accordance with the provisions and rules set out in this
         section 14, with the intent that the rights of Optionees under their
         Options are, to the extent possible, preserved notwithstanding the
         occurrence of such events. Any dispute that arises at any time with
         respect to any adjustment pursuant to such provisions and rules will be
         conclusively determined by the Board, and any such determination will
         be binding on Western Wind, the Optionee and all other affected
         parties.

14.2     If the outstanding Common Shares are changed into or exchanged for a
         different number of shares or into or for other securities of Western
         Wind or securities of another company or entity, whether through an
         arrangement, amalgamation or other similar procedure or otherwise, or a
         share recapitalization, subdivision or consolidation, then on each
         exercise of the Option which occurs following such events, for each
         Option Share for which the Option is exercised, the Optionee shall
         instead receive the number and kind of shares or other securities of
         Western Wind or other company into which such Option Share would have
         been changed or for which such Option Share would have been exchanged
         if it had been outstanding on the date of such event and the exercise
         price will be similarly adjusted so that the aggregate price to
         exercise the Option is preserved.

14.3     If the outstanding Common Shares are changed into or exchanged for a
         different number of shares or into or for other securities of Western
         Wind or securities of another company or entity, in a manner other than
         as specified in subsection 14.2 , then the Board, in its sole
         discretion, may make such adjustment to the securities to be issued
         pursuant to any exercise of the Option and the exercise price to be
         paid for each such security following such event as the Board in its
         sole and absolute discretion determines to be equitable to give effect
         to the principle described in subsection 14.1, and such adjustments
         shall be effective and binding upon Western Wind and the Optionee for
         all purposes.
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15.      AMENDMENT OF THE PLAN

15.1     Subject to the prior approval of the Exchange and/or any other
         applicable regulatory authority, the Board may at any time amend or
         terminate the Stock Option Plan or supersede and replace the Stock
         Option Plan with a new stock option plan (a "New Plan"). In the event
         that a New Plan is adopted in place of the Stock Option Plan, such New
         Plan may provide that all Options granted under the Stock Option Plan
         which are outstanding as of the date of adoption of the New Plan shall
         thereafter be governed by the New Plan. Provided, however, that no
         amendment of the Stock Option Plan, or termination of the Stock Option
         Plan and adoption of a New Plan, may adversely affect the rights under
         any Option granted prior to such action without the consent of the
         Optionee.

16.      EFFECTIVE DATE OF THE PLAN

16.1     This Stock Option Plan will become effective on the receipt of both
         regulatory approval and shareholder approval.

17.      EVIDENCE OF OPTIONS

17.1     A written agreement will be entered into between Western Wind and each
         Optionee to whom an Option is granted hereunder, which agreement will
         set out the number of Common Shares subject to Option, the exercise
         price, provisions as to vesting (if any) and the expiry date, and any
         other terms approved by the Board, all in accordance with the
         provisions of this Stock Option Plan. The agreement will be in such
         form as the Board may from time to time approve, or authorize the
         officers of Western Wind to enter into, and may contain such terms as
         may be considered necessary in order that the Option will comply with
         this Stock Option Plan and any regulatory body having jurisdiction over
         Western Wind.

18.      EXERCISE OF OPTION

18.1     Subject to the provisions of the Stock Option Plan and the particular
         Option, an Option may be exercised from time to time by delivering to
         Western Wind at its registered office a written notice of exercise
         specifying the number of Common Shares with respect to which the Option
         is being exercised and accompanied by payment for the full amount of
         the purchase price of the Common Shares then being purchased.

18.2     The full purchase price of Common Shares purchased under the Option
         must be paid in lawful money of Canada or by certified cheque made
         payable to Western Wind.

18.3     Upon receipt of a treasury order of an authorized officer directing the
         issue of Common Shares purchased under the Stock Option Plan, the
         transfer agent is authorized and directed to issue and countersign
         share certificates for the Option Shares in the name of such Optionee
         or the Optionee's legal personal representative or as may be directed
         in writing by the Optionee's legal personal representative.
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19.      RIGHTS PRIOR TO EXERCISE

19.1     An Optionee shall have no rights whatsoever as a shareholder in respect
         of any of the Option Shares (including any right to receive dividends
         or other distributions therefrom or thereon) other than in respect of
         Option Shares in respect of which the optionee shall have exercised the
         Option to purchase hereunder and which the Optionee shall have actually
         taken up and paid for.

20.      GOVERNING LAW

20.1     This Stock Option Plan shall be construed in accordance with and be
         governed by the laws of the Province of British Columbia and shall be
         deemed to have been made in said Province, and shall be in accordance
         with all applicable securities laws.

21.      EXPIRY OF OPTION

21.1     On the expiry date of any Option granted under the Stock Option Plan,
         and subject to any extension of such expiry date permitted in
         accordance with the Stock Option Plan, such Option shall forthwith
         expire and terminate and be of no further force or effect whatsoever as
         to such of the Option Shares in respect of which the Option has not
         been exercised.

22.      APPROVAL


22.1     The Stock Option Plan has been approved by the Board effective as of
         July 23, 2003.