Exhibit 4.3








Exhibit 4.3




Appendix "A"


The 2001 Stock Option Plan and individual stock option agreements under the
2001 Stock Option Plan were amended by a directors' resolution date September
13, 2005. A Form S-8 concerning this amendment and a similar amendment to the
2004 Stock Option Plan has or will be filed by the Company. The outstanding 2001
Stock Option Plan was amended to read as follows:


SUN NEW MEDIA INC.

(fka SE Global Equities Corp.)

2001 STOCK OPTION PLAN


This 2001 Stock Option Plan (the "Plan") provides for the grant of
options to acquire common shares (the "Common Shares") in the capital
of Sun New Media Inc., (fka SE Global Equities Corp.), a corporation formed
under the laws of the State of Minnesota (the "Corporation"). Stock
options ("Options") granted under this Plan will include:

	stock options that qualify under Section 422 of the Internal Revenue
    Code of 1986, as amended (the "Code"), which will be referred to
    in this Plan as "Incentive Stock Options"; and
	stock options that do not qualify under Section 422 of the Code,
    which will be referred to in this Plan as "Non-Qualified Stock
    Options".




  	PURPOSE

  

	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 4 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.
	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").

  


  
  	ADMINISTRATION

  

	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".
	If and so long as the Common Stock is registered under Section 12(b) or
      12(g) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), 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.
	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.






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

    

	construe and interpret this Plan;
	define the terms used in the Plan;
	prescribe, amend and rescind the rules and regulations relating to
        this Plan;
	correct any defect, supply any omission or reconcile any inconsistency
        in this Plan;
	grant both Incentive Stock Options and Non-Qualified Stock Options
        under this Plan;
	determine the individuals to whom Options shall be granted under this
        Plan and whether an Option is an Incentive Stock Option or a
        Non-Qualified Stock Option;
	determine the time or times at which Incentive Stock Options and
        Non-Qualified Stock Options shall be granted under this Plan;
	determine the number of Common Shares subject to each Incentive Stock
        Option or Non-Qualified Stock Option, the exercise price of each
        Incentive Stock Option or Non-Qualified Stock Option, the duration of
        each Incentive Stock Option or Non-Qualified Stock Option and the times
        at which each Incentive Stock Option or Non-Qualified Stock Option shall
        become exercisable;
	determine all other terms and conditions of the Incentive Stock
        Options and Non-Qualified Stock Options; and
	make all other determinations and interpretations necessary and
        advisable for the administration of the Plan.

      


    	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.

    
	All decisions, determinations, interpretations and actions involving a
      conflict of interests between the Corporation and a Director of the
      Corporation shall be made or taken by the Plan Administrator in accordance
      with Section 302A.255 of the Minnesota Business Corporation Act.

    

	ELIGIBILITY

    

	Incentive Stock Options may be granted to any individual who, at the
      time the Incentive Stock Option is granted, is an employee of the
      Corporation or any Related Corporation (as defined below)
      ("Employees").
	Non-Qualified Stock Options may be granted to Employees and to such
      other persons, including directors, officers and consultants of the
      Corporation or any Related Corporation, who are not Employees as the Plan
      Administrator shall select, subject to any Applicable Laws.



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	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.
	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".
	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).

    


  	STOCK

    

	The Plan Administrator is authorized to grant Options to acquire up to a
      total of up to 2,500,000 of the Corporation's Common Shares,
      provided however, that the maximum number of Common Shares available for
      grant of Incentive Stock Options under the Plan shall equal to 700,000
      Common Shares. The number of Common Shares with respect to which Options
      may be granted hereunder is subject to adjustment as set forth in
      Section 6.1(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 4 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 4 hereof.

    


  	TERMS AND CONDITIONS OF OPTIONS

    

	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:

    

	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:

      	the number of Common Shares that may be reserved pursuant to the
          exercise of Options granted to any person shall not exceed 1,500,000
          Common Shares and the number of Common Shares that may be reserved
          pursuant to the exercise of Incentive Stock Options granted to any
          person shall not exceed 700,000 Common Shares;
	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;
	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


    
  

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

        


      	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").

      	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:

      	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;
	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;
	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; and
	the per share exercise price for a Non-Qualified Stock Option shall
          not be less than 85% of the fair market value per Common Share traded
          through the facilities of Over-the-Counter Bulletin Board service of
          the National Association of Securities Dealers Inc., Nasdaq Small Cap
          Market, Nasdaq National Market or the American Stock Exchange (each a
          "Designated Exchange"), or if the Common Shares are not
          listed for trading on a Designated Exchange, through such other
          exchange or quotation system on which the Common Shares are listed or
          quoted for trading, at the Date of Grant, less any discount permitted
          by the Designated Exchange.

        


      	Duration of Options

At the time of the grant of the Option, the Plan Administrator shall
      designate, subject to Section 6.1(g) below, the expiration date of
      the Option, which date shall not be later than ten (10) 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;


    
  

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	so long as the Common Shares are traded on a Designated Exchange,
          all Options granted under this Section 6 shall expire not later
          than five (5) years from the Date of Grant; and
	if the Common Shares are not traded on a Designated Exchange and 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 6 shall expire not later than ten (10)
          years from the Date of Grant.

        


      	Vesting Schedule

No Option shall be exercisable until it has vested. All Non-Qualified
      Stock Options will vest at the Date of Grant thereof. The Plan
      Administrator shall specify the vesting schedule of an Incentive Stock
      Option at the Date of Grant thereof prior to the provision of services
      with respect to which such Incentive Stock Option is granted; provided,
      that if no vesting schedule is specified at the time of grant, the
      Incentive Stock Option shall vest according to the following schedule:

    
     
    

      
    	
          Percentage of Total

          Incentive Stock Option Vested
	
          Number of Months

          Following Date of Grant

	
                          
                          30%
          
	
          6 Months

	
                          
                          40%
          
	
          12 Months

	
                          
                          30%
          
	
          18 Months



      

    
    The Plan Administrator may specify a vesting schedule for all or any
    portion of an Incentive Stock 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 Incentive Stock 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.

    	Acceleration of Vesting

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

    
    	Term of Option

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          	Options that have vested shall terminate, to the extent not
            previously exercised, upon the occurrence of the first of the
            following events:

          

	the expiration of the Option, as designated by the Plan
              Administrator in accordance with (d) in this section above; or
	the date of an Optionee's termination of employment or
              contractual relationship with the Company or any Related
              Corporation (as defined in the Plan) for cause (as determined in
              the sole discretion of the Plan Administrator, acting reasonably).

            


          	Notwithstanding (g)(i) in this section above, any Options that
            have vested and 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:

          

	the event specified in (g)(i)(1) in this section above; or
	the date of an Optionee is removed as a director for cause (as
              determined by the Plan Administrator, acting reasonably).

            


          	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.

          
	Unless accelerated in accordance with (f) above in this section,
            unvested Incentive Stock Options shall terminate upon:

          

	the event specified in (g)(i)(1) in this section above; or
	The date of an Optionee's is removed as a director or employment
              or contractual relationship is terminated with the Company or any
              Related Corporation (as defined in the Plan) for cause (as
              determined in the sole discretion of the Plan Administrator,
              acting reasonably).

            


          	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 one-hundred and twenty (120) days of such
            leave, unless the Optionee's re-employment rights are guaranteed by
            statute or by contract.



    

    
    	Exercise of Options

    

	Options shall be exercisable, in full or in part, at any time
            after vesting, until termination. If less than all of the 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 shares may be issued
            pursuant to an Option, and to the extent that an Option covers less
            than one (1) share, it is unexercisable.


    
  

  -6-

  







    	Options or portions thereof may be exercised by giving written
            notice to the Corporation, which notice shall specify the number of
            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 6.1(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 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.

      


    	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:

    

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

          


      
    
    	No Rights as a Shareholder

A Holder shall have no rights as a shareholder 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 6.1(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.

    	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.

    
  

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    	Securities Regulation and Tax Withholding

    

	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.
	By accepting an Option, the Optionee represents and agrees that
            none of the Common Shares purchased upon exercise of the Option will
            be distributed in violation of any Applicable Laws. 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 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 such 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.
	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:



	by executing appropriate loan documents approved by the Plan
                Administrator by which the Holder borrows funds from the
                Corporation to pay any withholding taxes due under this
                Section 6.1(l)(iii), with such repayment terms as the Plan
                Administrator shall select; or


        
      
    
    
  

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

            


        
      
          	The issuance, transfer or delivery of certificates representing
            Common Shares 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 6.1(l)(iii)
            above.

      
	Adjustments Upon Changes In Capitalization

    




    
	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 subdivision or consolidation of shares or any like capital
                adjustment, or
	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).

              


          
        
          	Except as provided in Section 6.1(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 vested 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.

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	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 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 6.1(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.

        
	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.

        
	All adjustments pursuant to Section 6.1(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.

        
	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.

        


    
    
  
  
  	EFFECTIVE DATE; AMENDMENT; SHAREHOLDER APPROVAL

  

	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").

  
	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.

  
	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 within twelve (12) months before or
    after the Effective Date. If such shareholder approval is sought and not
    obtained, all such Incentive Stock Options granted prior thereto and
    thereafter shall be considered Non-Qualified Stock Options and any such
    Incentive Stock 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.



  -10-

  





  
  	NO OBLIGATIONS TO EXERCISE OPTION

  

	The grant of an Option shall impose no obligation upon the Optionee to
    exercise such Option.

  


  
  	NO RIGHT TO OPTIONS OR TO EMPLOYMENT

  

	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. The 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.

  


  
  	APPLICATION OF FUNDS

  

	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.

  


  
  	INDEMNIFICATION OF PLAN ADMINISTRATOR

  

	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.

  


  
  	Amendment of Plan

  

	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
    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: October 10, 2001



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