HS3 TECHNOLOGIES, INC.
                             2005 STOCK OPTION PLAN

         This 2005 Stock  Option  Plan (the  "Plan")  provides  for the grant of
options to acquire  common  shares (the  "Common  Shares") in the capital of HS3
Technologies,  Inc., a corporation  formed under the laws of the State of Nevada
(the  "Corporation").  Stock options  granted under this Plan that qualify under
Section 422 of the Internal  Revenue  Code of 1986,  as amended (the "Code") are
referred to in this Plan as "Incentive  Stock Options" and stock options that do
not  qualify  under  Section 422 of the Code are  referred to as  "Non-Qualified
Stock Options".  Incentive Stock Options and Non-Qualified Stock Options granted
under this Plan are collectively referred to as "Options".

1.       PURPOSE
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1.1 The purpose of this Plan is to retain the  services of valued key  employees
and  consultants  of  the  Corporation  and  such  other  persons  as  the  Plan
Administrator  shall select in accordance with Section 3 below, and to encourage
such  persons  to acquire a greater  proprietary  interest  in the  Corporation,
thereby   strengthening  their  incentive  to  achieve  the  objectives  of  the
shareholders  of the  Corporation,  and to serve as an aid and inducement in the
hiring of new employees and to provide an equity  incentive to  consultants  and
other persons selected by the Plan Administrator.

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

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

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

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

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

            (a) construe and interpret thisPlan;

            (b) define the terms used in the Plan;

            (c) prescribe,  amend and rescind the rules and regulations relating
                to this Plan;

            (d) correct any  defect,  supply  any  omission  or  reconcile   any
                inconsistency  in this Plan;

            (e) grant  Options under this Plan;

            (f) determine  the  individuals  to  whom  Options  shall be granted
                under  this  Plan  and  whether  the  Option  is  granted  as an
                Incentive Stock Option or a Non-Qualified  Stock Option;

            (g) determine  the  time  or times at which Options shall be granted
                under this Plan;

            (h) determine the number of Common  Shares  subject  to each Option,
                the exercise price of each Option, the duration  of  each Option
                and the times at which each Option shall become exercisable;

            (i) determine all other terms and conditions of the Options; and

            (j) make all other determinations and interpretations  necessary and
                advisable for the administration of the Plan.

2.5  All  decisions,   determinations  and  interpretations  made  by  the  Plan
Administrator  shall be binding and conclusive on all  participants  in the Plan
and on their legal representatives, heirs and beneficiaries.

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

3.2 Non-Qualified  Stock Options  may be granted to Employees  and to such other
persons who are not Employees as the Plan Administrator shall select, subject to
any Applicable Laws.

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

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

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

4.       STOCK
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4.1 The Plan  Administrator  is  authorized  to grant Options to acquire up to a
total of  10,000,000  shares.  The number of Common Shares with respect to which
Options  may be  granted  hereunder  is subject  to  adjustment  as set forth in
Section 5.1(m) hereof.  In the event that any  outstanding  Option expires or is
terminated  for any  reason,  the Common  Shares  allocable  to the  unexercised
portion of such  Option  may again be  subject to an Option  granted to the same
Optionee  or to a  different  person  eligible  under  Section  3 of this  Plan;
provided however, that any cancelled Options will be counted against the maximum
number of shares with respect to which Options may be granted to any  particular
person as set forth in Section 3 hereof.

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

         (a)      Number of Shares and Type of Option

                  Each  Agreement  shall  state the  number of Common  Shares to
                  which it pertains  and whether the Option is intended to be an
                  Incentive  Stock  Option  or  a  Non-Qualified  Stock  Option;
                  provided that:

                  (i)      the  number of  Common  Shares  that may be  reserved
                           pursuant to the  exercise  of Options  granted to any
                           person   shall  not  exceed  5%  of  the  issued  and
                           outstanding Common Shares of the Corporation;

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

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

                  (iv)     any  portion of an Option  which  exceeds  the Annual
                           Limit  shall  not  be  void  but  rather  shall  be a
                           Non-Qualified Stock Option.

          (b)      Date of Grant

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

                  Each Agreement shall state the price per Common Share at which
                  it is exercisable.  The Plan  Administrator  shall act in good
                  faith to  establish  the  exercise  price in  accordance  with
                  Applicable Laws; provided that:

                  (i)      the per share exercise  price for an Incentive  Stock
                           Option or any Option granted to a "covered  employee"
                           as such  term is  defined  for  purposes  of  Section
                           162(m)  of the Code  shall  not be less than the fair
                           market value per Common Share at the Date of Grant as
                           determined by the Plan Administrator in good faith;

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

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

                  At the time of the grant of the Option, the Plan Administrator
                  shall   designate,   subject  to  Section  5.1(g)  below,  the
                  expiration  date of the Option,  which date shall not be later

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                  than five (5) years from the Date of Grant; provided, that the
                  expiration  date of any  Incentive  Stock Option  granted to a
                  greater-than-ten percent (>10%) shareholder of the Corporation
                  (as  determined  with reference to Section 424(d) of the Code)
                  shall not be later than five (5) years from the Date of Grant.
                  In  the  absence  of  action  to  the  contrary  by  the  Plan
                  Administrator  in  connection  with the grant of a  particular
                  Option,  and except in the case of Incentive  Stock Options as
                  described  above,  all Options  granted  under this  Section 5
                  shall expire five (5) years from the Date of Grant.
          (e)      Vesting Schedule

                  No  Option  shall  be  exercisable  until it has  vested.  The
                  vesting  schedule  for each Option  shall be  specified by the
                  Plan Administrator at the time of grant of the Option prior to
                  the provision of services with respect to which such Option is
                  granted.

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

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

          (g)      Term of Option

                  (i)      Vested  Options  shall  terminate,  to the extent not
                           previously  exercised,  upon  the  occurrence  of the
                           first of the following events:
                           A.       the expiration of the Option,  as designated
                                    by the Plan Administrator in accordance with
                                    Section 5.1(d) above;
                           B.       the date of an  Optionee's   termination  of
                                    employment or contractua  relationship  with
                                    the  Corporation or any Related  Corporation
                                    for  cause  (as   determined   by  the  Plan
                                    Administrator, acting reasonably);

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                           C.       the  expiration of three (3) months from the
                                    date  of  an   Optionee's   termination   of
                                    employment or contractual  relationship with
                                    the  Corporation or any Related  Corporation
                                    for any reason  whatsoever other than cause,
                                    death  or  Disability   (as  defined  below)
                                    unless, in the case of a Non-Qualified Stock
                                    Option,  the exercise  period is extended by
                                    the  Plan  Administrator  until  a date  not
                                    later  than  the  expiration   date  of  the
                                    Option; or

                           D.       the   expiration   of  one   year  (1)  from
                                    termination  of an Optionee's  employment or
                                    contractual  relationship by reason of death
                                    or Disability (as defined below) unless,  in
                                    the case of a  Non-Qualified  Stock  Option,
                                    the exercise  period is extended by the Plan
                                    Administrator  until a date not  later  than
                                    the expiration date of the Option.

                  (ii)     Notwithstanding  Section  5.1(g)(i) above, any vested
                           Options  which have been  granted to the  Optionee in
                           the   Optionee's   capacity  as  a  director  of  the
                           Corporation   or  any   Related   Corporation   shall
                           terminate  upon the  occurrence  of the  first of the
                           following events:

                           A.       the event  specified  in  Section 5.1(g)(i)A
                                    above;

                           B.       the  event  specified  in Section 5.1(g)(i)D
                                    above; and

                           C.       the  expiration of three (3) months from the
                                    date  the  Optionee  ceases  to  serve  as a
                                    director  of  the   Corporation  or  Related
                                    Corporation,  as the case may be unless,  in
                                    the case of a  Non-Qualified  Stock  Option,
                                    the exercise  period is extended by the Plan
                                    Administrator  until a date not  later  than
                                    the expiration date of the Option.

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

                  (iv)     For purposes of the Plan,  unless  otherwise  defined
                           in the Agreement,  "Disability"  shall mean medically
                           determinable  physical or mental impairment which has
                           lasted or can be expected to last  for  a  continuous
                           period of not less  than   twelve (12) months or that
                           can  be  expected   to  result  in  death.  The  Plan
                           Administrator shall determine whether an Optionee has
                           incurred  a   Disability  on  the  basis  of  medical
                           evidence  acceptable   to   the  Plan  Administrator.
                           Upon making a determination of Disability,  the  Plan
                           Administrator   shall,  for  purposes  of  the  Plan,
                           determine the date of an Optionee's   termination  of
                           employment or contractual relationship.

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                  (v)      Unless  accelerated in accordance with Section 5.1(f)
                           above,  unvested Options shall terminate  immediately
                           upon termination of employment of the Optionee by the
                           Corporation  for  any  reason  whatsoever,  including
                           death or Disability.

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

          (h)     Exercise of Options

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

                  (ii)     Options  or  portions  thereof  may  be  exercised by
                           giving  written  notice  to  the  Corporation,  which
                           notice shall specify the number  of Common  Shares to
                           be purchased,  and be accompanied by payment  in  the
                           amount  of  the  aggregate  exercise  price  for  the
                           Common Shares so purchased, which payment shall be in
                           the  form  specified  in  Section 5.1(i)  below.  The
                           Corporation    shall   not   be  obligated  to issue,
                           transfer  or  deliver  a   certificate   representing
                           Common Shares  to the  Holder  of any  Option,  until
                           provision   has  been   made by  the  Holder,  to the
                           satisfaction of the Corporation,  for the  payment of
                           the aggregate exercise price for all   Common  Shares
                           for which the Option  shall have  been  exercised and
                           for  satisfaction of any tax withholding  obligations
                           associated  with such exercise.  During  the lifetime
                           of an  Optionee, Options are exercisable only by  the
                           Optionee.

          (i)     Payment upon Exercise of Option

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

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                                      -8-

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

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

          (j)     No Rights as a Shareholder

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

          (k)     Non-transferability of Options

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

          (l)     Securities Regulation and Tax Withholding

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

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                  (ii)     As a condition to the exercise of an Option, the Plan
                           Administrator  may  require  the  Holder to represent
                           and  warrant in writing at the time of such  exercise
                           that the Common  Shares are being purchased  only for
                           investment and  without  any  then-present  intention
                           to  sell or distribute   such   Common   Shares.   If
                           necessary    under    Applicable    Laws,   the  Plan
                           Administrator  may   cause  a   stop-transfer   order
                           against such Common Shares to be placed on  the stock
                           books and records of the Corporation,  and  a  legend
                           indicating that the Common Shares may not be pledged,
                           sold or otherwise  transferred  unless  an opinion of
                           counsel is provided stating that such transfer is not
                           in  violation  of  any   Applicable   Laws,  may   be
                           stamped   on  the  certificates   representing   such
                           Common  Shares  in order to  assure an exemption from
                           registration. The Plan Administrator also may require
                           such  other documentation as may from time to time be
                           necessary to comply with applicable  securities laws.
                           THE   CORPORATION   HAS  NO  OBLIGATION  TO UNDERTAKE
                           REGISTRATION OF OPTIONS OR THE COMMON SHARES ISSUABLE
                           UPON THE EXERCISE OF OPTIONS.

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

                           A.       by  delivering  to  the  Corporation  Common
                                    Shares  previously held by such Holder or by
                                    the  Corporation  withholding  Common Shares
                                    otherwise   deliverable   pursuant   to  the
                                    exercise of the Option,  which Common Shares
                                    received  or  withheld  shall  have  a  fair
                                    market  value  at the date of  exercise  (as
                                    determined by the Plan Administrator)  equal
                                    to any withholding  tax obligations  arising
                                    as a result of such  exercise,  transfer  or
                                    other disposition; or

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

                  (iv)     The issuance,  transfer or  delivery  of certificates
                           representing  Common S hares pursuant to the exercise
                           of Options may be  delayed,  at the discretion of the
                           Plan Administrator,  until  the  Plan   Administrator
                           is satisfied that the applicable requirements  of all
                           Applicable Laws and the withholding provisions of the
                           Code  have been met and that the  Holder  has paid or
                           otherwise satisfied any withholding tax obligation as
                           described in Section 5.1(l)(iii) above.

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                                      -10-

          (m)     Adjustments Upon Changes In Capitalization

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

                           A.       a subdivision  or  consolidation  of  Common
                                    Shares or any like capital adjustment, or

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

                  (ii)     Except as provided  in  Section  5.1(m) (iii) hereof,
                           upon a merger (other than a merger of the Corporation
                           in which  the  holders of Common  Shares  immediately
                           prior to the  merger   have  the  same  proportionate
                           ownership  of   common   shares   in   the  surviving
                           corporation    immediately   after     the   merger),
                           consolidation,  acquisition  of  property  or  stock,
                           separation,   reorganization   (other   than  a  mere
                           re-incorporation   or   the  creation  of  a  holding
                           Corporation)  or   liquidation  of  the  Corporation,
                           as  a  result  of   which  the  shareholders  of  the
                           Corporation,  receive   cash,    shares  or     other
                           property in exchange for or in  connection with their
                           Common Shares,  any Option granted   hereunder  shall
                           terminate,  but the Holder  shall have the  right  to
                           exercise  such  Holder's  Option  immediately   prior
                           to any such  merger, consolidation,   acquisition  of
                           property  or  shares,  separation,  reorganization or
                           liquidation,  and   to be treated as a shareholder of
                           record for the purposes  thereof, to the  extent  the
                           vesting   requirements   set  forth  in   the  Option
                           agreement  have  been satisfied.

                  (iii)    If the shareholders of the Corporation receive shares
                           in  the  capital  of another  corporation  ("Exchange
                           Shares")  in  exchange  for their  Common  Shares  in
                           any  transaction  involving a merger  (other  than  a
                           merger  of the  Corporation  in   which  the  holders
                           of  Common  Shares  immediately  prior to the  merger
                           have   the  same  proportionate  ownership  of Common
                           Shares in the surviving corporation immediately after
                           the merger),  consolidation,  acquisition of property
                           or shares,  separation or reorganization  (other than

<page>
                                      -11-

                           a mere re-incorporation or the  creation of a holding
                           Corporation),  all  Options  granted  hereunder shall
                           be  converted  into   options  to  purchase  Exchange
                           Shares  unless the  Corporation  and the  corporation
                           issuing  the   Exchange   Shares,   in   their   sole
                           discretion,  determine that any or  all such  Options
                           granted   hereunder  shall   not  be  converted  into
                           options to purchase Exchange Shares but instead shall
                           terminate  in  accordance  with,  and  subject to the
                           Holder's  right  to  exercise  the  Holder's  Options
                           pursuant to, the provisions  of  Section  5.1(m)(ii).
                           The amount and price of converted  options   shall be
                           determined by adjusting the amount and price  of  the
                           Options granted  hereunder in the same proportion  as
                           used for  determining  the number of Exchange  Shares
                           the holders of the Common  Shares   receive  in  such
                           merger,   consolidation,   acquisition   or  property
                           or  stock,   separation   or  reorganization.  Unless
                           accelerated by the Board,  the vesting  schedule  set
                           forth in the option agreement shall continue to apply
                           to the options granted for the Exchange Shares.

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

(v)                        All  adjustments  pursuant to Section 5.1(m) shall be
                           made by the Plan Administrator, and its determination
                           as to what adjustments  shall be made, and the extent
                           thereof, shall be final, binding and conclusive.

(vi)                       The  grant of an Option  shall not  affect in any way
                           the  right  or  power  of  the  Corporation  to  make
                           adjustments,  reclassifications,  reorganizations  or
                           changes of its  capital  or  business  structure,  to
                           merge,  consolidate  or dissolve,  to liquidate or to
                           sell or transfer  all or any part of its  business or
                           assets.
6.       EFFECTIVE DATE; AMENDMENT; SHAREHOLDER APPROVAL
         -----------------------------------------------
6.1  Options  may be granted by the Plan  Administrator  from time to time on or
after  the date on which  this Plan is  adopted  by the  Board  (the  "Effective
Date").

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

6.3 Any  Incentive  Stock Options granted by the Plan Administrator prior to the
ratification of this Plan  by the  shareholders of  the  Corporation   shall  be
granted subject to approval of  this Plan by the holders of a  majority  of  the
Corporation's  outstanding  voting  shares,  passed without meeting  pursuant to
Section 78.320 of the  Nevada Revised  Statutes or by voting either in person or
by  proxy at  a  duly  held  shareholders' meeting  within  twelve  (12)  months
before or after the Effective  Date. If such shareholder  approval is sought and
not obtained,  all Incentive Stock Options granted prior thereto and  thereafter
shall  be  considered  Non-Qualified  Stock  Options and any Options  granted to
Covered  Employees will not be eligible for the exclusion  set forth in  Section
162(m) of the Code  with  respect  to  the  deductibility  by the Corporation of
certain compensation.

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                                      -12-

7.       NO OBLIGATIONS TO EXERCISE OPTION
         ---------------------------------
7.1 The grant of an Option  shall  impose no  obligation  upon the  Optionee  to
exercise such Option.

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

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

10.      INDEMNIFICATION OF PLAN ADMINISTRATOR
         -------------------------------------
10.1 In addition to all other rights of indemnification they may have as members
of the Board,  members of the Plan  Administrator  shall be  indemnified  by the
Corporation  for all reasonable  expenses and liabilities of any type or nature,
including  attorneys'  fees,  incurred in  connection  with any action,  suit or
proceeding  to  which  they  or any of them  are a party  by  reason  of,  or in
connection  with,  this Plan or any Option  granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such settlement is
approved by independent  legal counsel selected by the  Corporation),  except to
the extent that such  expenses  relate to matters for which it is adjudged  that
such Plan Administrator member is liable for willful misconduct;  provided, that
within  fifteen  (15) days after the  institution  of any such  action,  suit or
proceeding,  the Plan  Administrator  member involved therein shall, in writing,
notify  the  Corporation  of such  action,  suit  or  proceeding,  so  that  the
Corporation  may  have  the  opportunity  to make  appropriate  arrangements  to
prosecute or defend the same.

11.      AMENDMENT OF PLAN
         -----------------
11.1 The Plan  Administrator may, at any time, modify, amend or  terminate  this
Plan or modify or amend Options granted under this  Plan,   including,   without
limitation,   such modifications  or amendments as  are  necessary  to  maintain

<page>

                                      -13-

compliance  with the Applicable Laws. The Plan  Administrator  may condition the
effectiveness of any  such amendment on the receipt of  shareholder  approval at
such time and in such  manner as the Plan  Administrator may consider  necessary
for the Corporation to  comply with or to  avail  the  Corporation   and/or  the
Optionees of the benefits of  any  securities,  tax,  market  listing  or  other
administrative  or  regulatory requirements.

Effective Date: November 10, 2005