Filed by Automated Filing Services Inc. (604) 609-0244 - Dittybase Technologies Inc. - Exhibit 4.1






EXHIBIT 4.1

 

 

 

DITTYBASE TECHNOLOGIES INC.

 

 

 

 

 

STOCK OPTION PLAN

 

Dated October 5, 2005




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ARTICLE I
DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

As used herein, unless anything in the subject matter or
context is inconsistent therewith, the following terms shall have the meanings
set forth below:

“Administrator” means such director or other senior
officer or employee of the Company as may be designated as Administrator by the
Board from time to time;

“Award Date” means the date on which the Board grants
and announces a particular Option;

“Board” means the board of directors of the Company;

“Company” means Dittybase Technologies Inc. and any
subsidiary thereof, (within the meaning of the Securities Act), as the context
may apply; 

“Consultant” means an individual (or a company wholly
owned by the individual) who (i) provides ongoing consulting, technical,
management or other services to the Company (excluding services provided in
relation to a distribution of the Company’s securities); (ii) possesses
technical, business or management expertise of value to the Company; (iii)
provides the services under a written contract with the Company; (iv) spends a
significant amount of time and attention to the business and affairs of the
Company; and (v) has a relationship with the Company that enables the individual
to be knowledgeable about the business and affairs of the Company;

“Director” means directors, senior officers and
Management Company Employees of the Company;

“Employee” means (i) an individual considered an
employee under the Income Tax Act, Canada (i.e. for whom income tax and
other deductions are made by the Company); (ii) an individual who works
full-time for the Company providing services normally provided by an employee of
the Company but for whom income tax and other deductions are not made by the
Company; and (iii) an individual who works for the Company on a continuing and
regular basis for a minimum amount of time per week, but for whom income tax and
other deductions are not made by the Company;

“Exercise Notice” means the notice respecting the
exercise of an Option, in the form set out as Schedule “B” hereto, duly executed
by the Option Holder;

“Exercise Period” means the period during which a
particular Option may be exercised, being the period from and including the
Award Date through to and including the Expiry Date;

“Exercise Price” means the price at which an Option may
be exercised as determined in accordance with section 3.6;

“Expiry Date” means the date determined in accordance
with section 3.3 and after which a particular Option cannot be exercised;

“Insider” means a Director, a director or senior officer
of a company that is an Insider or subsidiary of the Company, or a person that
beneficially owns or controls, directly or indirectly, voting shares carrying
more than 10% of the voting rights attached to all outstanding voting shares of
the Company;

“Management Company Employee” means an individual
employed by a company providing management services to the Company, which are
required for the ongoing successful operation of the 




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business enterprise of the Company;

“Option” means an option to acquire Shares, awarded to a
Director, Employee or Consultant pursuant to the Plan;

“Option Certificate” means the certificate,
substantially in the form set out as Schedule “A” hereto, evidencing an
Option;

“Option Holder” means a current or former Director,
Employee or Consultant who holds an unexercised and unexpired Option or, where
applicable, the Personal Representative of such person;

“Personal Representative” means (i) in the case of a
deceased Option Holder, the executor or administrator of the deceased duly
appointed by a court or public authority having jurisdiction to do so; and (ii)
in the case of an Option Holder who for any reason is unable to manage his or
her affairs, the person entitled by law to act on behalf of such Option
Holder;

“Plan” means this stock option plan; 

“Securities Act” means the Securities Act
(British Columbia); and

“Share” or “Shares” means, as the case may be,
one or more common shares without par value in the capital of the Company.

1.2      CHOICE OF LAW

The Plan is established under, and the provisions of the Plan
shall be interpreted and construed solely in accordance with, the laws of the
Province of British Columbia.

1.3      HEADINGS

The headings used herein are for convenience only and are not
to affect the interpretation of the Plan.

ARTICLE II
PURPOSE AND PARTICIPATION

2.1      PURPOSE

The purpose of the Plan is to provide the Company with a
Share-related mechanism to attract, retain and motivate Directors, Employees and
Consultants, to reward such of those persons by the grant of options under the
Plan by the Board from time to time for their contributions toward the long term
goals of the Company and to enable and encourage such persons to acquire Shares
as long term investments.

2.2      PARTICIPATION

The Board shall, from time to time, in its sole discretion
determine those Directors, Employees and Consultants, if any, to whom Options
are to be awarded. If the Board elects to award an Option to a Director, the
Board shall, in its sole discretion but subject to section 3.2, determine the
number of Shares to be acquired on the exercise of such Option. If the Board
elects to award an Option to an Employee or Consultant, the number of Shares to
be acquired on the exercise of such Option shall be determined by the Board in
its sole discretion, and in so doing the Board may take into account the
following criteria:

	(a) 	
      the person’s remuneration as at the Award Date in
      relation to the total remuneration payable by the Company to all of its
      Employees and Consultants as at the Award Date;








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	(b) 	
      the length of time that the person has provided services
      to the Company; and 

	 	
       

	(c) 	
      the nature and quality of work performed by the person.
      



2.3      NOTIFICATION OF
AWARD

Following the approval by the Board of the awarding of an
Option, the Administrator shall notify the Option Holder in writing of the award
and shall enclose with such notice the Option Certificate representing the
Option so awarded.

2.4      COPY OF PLAN

Each Option Holder, concurrently with the notice of the award
of the Option, shall be provided with a copy of this Plan. A copy of any
amendment to the Plan shall be promptly provided by the Administrator to each
Option Holder.

2.5      LIMITATION

This Plan does not give any Option Holder who is a Director the
right to serve or continue to serve as a Director, nor does it give any Option
Holder who is an Employee or Consultant the right to be or to continue to be
employed or engaged by the Company.

ARTICLE III
TERMS AND CONDITIONS OF OPTIONS

3.1      BOARD TO ALLOT
SHARES

The Shares to be issued to Option Holders upon the exercise of
Options shall be allotted and authorized for issuance by the Board prior to the
exercise thereof.

3.2      NUMBER OF SHARES

The aggregate number of Shares reserved and available for grant
under the Plan shall be determined by the Board from time to time but shall not
exceed 1,895,000 Shares may be issuable under the Plan. 

Options that have been cancelled or that have expired without
being exercised in full shall continue to be issuable under the Plan.

3.3      TERM OF OPTION

Subject to section 3.5, the Expiry Date of an Option shall be
the date so fixed by the Board at the time the particular Option is awarded,
provided that such date shall not be later than the fifth anniversary of the
Award Date of the Option.

3.4      LIMITATIONS

The total number of Options awarded to any one individual in
any twelve month period shall not exceed 5% of the issued and outstanding Shares
of the Company at the Award Date.

3.5      TERMINATION OF
OPTION

An Option Holder may exercise an Option in whole or in part at
any time or from time to time during the Exercise Period provided that, with
respect to the exercise of part of an Option, the Board may at any time and from
time to time fix limits, vesting requirements or restrictions in respect of
which an Option Holder 




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may exercise part of any Option held by him. Any Option or part
thereof not exercised within the Exercise Period shall terminate and become
null, void and of no effect as of 5:00 p.m. (Vancouver time) on the Expiry Date.
The Expiry Date of an Option shall be the earlier of the date so fixed by the
Board on the Award Date referred to in section 3.3 above, and the date
established, if applicable, in subsections (a) to (c) below.

	(a) 	
      Death 

	 	
       

		
      In the event that the Option Holder should die while he
      or she is still (i) a Director or Employee, the Expiry Date shall be 12
      months from the date of death of the Option Holder; or (ii) a Consultant,
      or an Employee the Expiry Date shall be one month from the date of death
      of the Option Holder. 

	 	
       

	(b) 	
      Ceasing to Hold Office 

	 	
       

		
      In the event that the Option Holder holds his or her
      Option as Director and such Option Holder ceases to be a Director of the
      Company other than by reason of death, the Expiry Date of the Option shall
      be the 90th day following the date the Option Holder ceases to be a
      Director of the Company unless the Option Holder continues to be engaged
      by the Company as an Employee or Consultant, in which case the Expiry Date
      shall remain unchanged. 

	 	
       

	(c) 	
      Ceasing to be Employed 

	 	
       

		
      In the event that the Option Holder holds his or her
      Option as an Employee or Consultant of the Company and such Option Holder
      ceases to be an Employee or Consultant of the Company other than by reason
      of death, the Expiry Date of the Option shall be the 30th day
      following the date the Option Holder ceases to be an Employee or
      Consultant of the Company unless the Option Holder ceases to be such as a
      result of termination for cause. 



3.6      EXERCISE PRICE

The Exercise Price shall be that price per Share, as determined
by the Board in its sole discretion, and announced as of the Award Date, at
which an Option Holder may purchase a Share upon the exercise of an Option.

3.7      ASSIGNMENT OF
OPTIONS

Options may not be assigned or transferred, and all Option
Certificates will be so legended, provided however that the Personal
Representatives of an Option Holder may, to the extent permitted by section 4.1,
exercise the Option within the Exercise Period.

3.8      ADJUSTMENTS

If prior to the complete exercise of any Option the Shares are
consolidated, subdivided, converted, exchanged or reclassified or in any way
substituted for (collectively the “Event”), the Option, to the extent that it
has not been exercised, shall be adjusted by the Board in accordance with such
Event in the manner the Board deems appropriate. No fractional Shares shall be
issued upon the exercise of the Options and accordingly, if as a result of the
Event an Option Holder would become entitled to a fractional share, such Option
Holder shall have the right to purchase only the next lowest whole number of
shares and no payment or other adjustment will be made with respect to the
fractional interest so disregarded. Additionally, no lots of Shares in an amount
less than 500 Shares shall be issued upon the exercise of the Options unless
such amount of Shares represents the balance left to be exercised under the
Options.




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3.9      EXERCISE
RESTRICTIONS

The Board may, at the time an Option is awarded or upon
renegotiation of the same, attach restrictions relating to the exercise of the
Option, including vesting provisions. Any such restrictions shall be recorded on
the applicable Option Certificate.

3.10     REPRESENTATIONS

For Options granted to Employees, Consultants or Management
Company Employees, the Company will represent that the Option Holder is a bona
fide Employee, Consultant or Management Company Employee, as the case may
be.

ARTICLE IV 
EXERCISE OF OPTION

4.1      EXERCISE OF OPTION

An Option may be exercised only by the Option Holder or his
Personal Representative. An Option Holder or his Personal Representative may
exercise an Option in whole or in part, subject to any applicable exercise
restrictions, at any time or from time to time during the Exercise Period up to
5:00 p.m. (Vancouver time) on the Expiry Date by delivering to the Administrator
an Exercise Notice, the applicable Option Certificate and a certified cheque or
bank draft payable to the Company in an amount equal to the aggregate Exercise
Price of the Shares to be purchased pursuant to the exercise of the Option.

4.2      ISSUE OF SHARE
CERTIFICATES

As soon as practicable following the receipt of the Exercise
Notice, the Administrator shall cause to be delivered to the Option Holder a
certificate for the Shares so purchased. If the number of Shares so purchased is
less than the number of Shares subject to the Option Certificate surrendered,
the Administrator shall forward a new Option Certificate to the Option Holder
concurrently with delivery of the aforesaid share certificate for the balance of
the Shares available under the Option.

4.3      CONDITION OF ISSUE

The issue of Shares by the Company pursuant to the exercise of
an Option is subject to this Plan and compliance with the laws, rules and
regulations of all regulatory bodies applicable to the issuance and distribution
of such Shares and to the listing requirements of any stock exchange or
exchanges on which the Shares may be listed. The Option Holder agrees to comply
with all such laws, rules and regulations and agrees to furnish to the Company
any information, report and/or undertakings required to comply with and to fully
cooperate with the Company in complying with such laws, rules and
regulations.

ARTICLE V 
ADMINISTRATION

5.1      ADMINISTRATION

The Plan shall be administered by the Board, or an
Administrator on the instructions of the Board or such committee of the Board
formed in respect of matters relating to the Plan. The Board or such committee
may make, amend and repeal at any time and from time to time such regulations
not inconsistent with this Plan as it may deem necessary or advisable for the
proper administration and operation of this Plan and such regulations shall form
part of this Plan. The Board may delegate to the Administrator or any Director,
Employee or officer of the Company such administrative duties and powers as it
may see fit.




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5.2      INTERPRETATION

The interpretation by the Board or its authorized committee of
any of the provisions of this Plan and any determination by it pursuant thereto
shall be final and conclusive and shall not be subject to any dispute by any
Option Holder. No member of the Board or any person acting pursuant to authority
delegated by the Board hereunder shall be liable for any action or determination
in connection with this Plan made or taken in good faith and each member of the
Board and each such person shall be entitled to indemnification with respect to
any such action or determination in the manner provided for by the Company.

ARTICLE VI
AMENDMENTS AND TERMINATION

6.1      PROSPECTIVE
AMENDMENT

The Board may from time to time amend this Plan and the terms
and conditions of any Option thereafter to be awarded and, without limiting the
generality of the foregoing, may make such amendments for the purpose of meeting
any changes in any relevant law, rule or regulation applicable to this Plan, any
Option or the Shares, or for any other purpose which may be permitted by all
relevant laws, rules and regulations, provided always that any such amendment
shall not alter the terms or conditions of any Option or impair any right of any
Option Holder pursuant to any Option awarded prior to such amendment.

6.2      RETROACTIVE
AMENDMENT

The Board may from time to time retroactively amend this Plan
and may also, with the consent of the affected Option Holders, retroactively
amend the terms and conditions of any Options which have been previously
awarded.

6.3      AMENDMENTS

With the consent of affected Option Holders, the Board may
amend the terms of any outstanding Option so as to reduce the number of optioned
Shares, increase the Exercise Price, or cancel an Option. 

6.4      TERMINATION

The Board may terminate this Plan at any time provided that
such termination shall not alter the terms or conditions of any Option or impair
any right of any Option Holder pursuant to any Option awarded prior to the date
of such termination and notwithstanding such termination the Company, such
Options and such Option Holders shall continue to be governed by the provisions
of this Plan.

6.5      AGREEMENT

The Company and every person to whom an Option is awarded
hereunder shall be bound by and subject to the terms and conditions of this
Plan.

6.6      GOVERNMENT AND OTHER
REGULATIONS

The Company shall be under no obligation to register under the
United States Securities Act of 1933, as amended (the “1933 Act”) any of the
Shares paid under the Plan. If the Shares paid under the Plan may in certain
circumstances be exempt from registration under the 1933 Act, the Company may
restrict the transfer of such shares in such manner as it deems advisable to
ensure the availability of any such exemption.

END OF DOCUMENT




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Schedule A

DITTYBASE TECHNOLOGIES INC.

STOCK OPTION PLAN

OPTION CERTIFICATE

This certificate is issued pursuant to the provisions of the
  DITTYBASE TECHNOLOGIES INC. (the “Company”) Stock Option Plan (the
  “Plan”) and evidences that __________________________ (Name of
  Optionee) is the holder of an option (the “Option”) to purchase
  up to ________________ (Number of Shares) common shares (the “Shares”)
  in the capital stock of the Company at a purchase price of $_________ per Share.
  Subject to the provisions of the Plan:

	(a)	the Award Date of this Option is ______________________________ (insert
      date of grant); and 
	 	 
	(b)	the Expiry Date of this Option is ______________________________(insert
      date of expiry). 


Additional Vesting or Other Restrictions: (insert as applicable)

 

This Option may be exercised in accordance with its terms at
any time and from time to time from and including the Award Date through to and
including up to 5:00 p.m. (Vancouver time) on the Expiry Date, by delivering to
the Company an Exercise Notice, in the form provided in the Plan, together with
this certificate and a certified cheque or bank draft payable to the Company in
an amount equal to the aggregate of the Exercise Price of the Shares in respect
of which this Option is being exercised.

This certificate and the Option evidenced hereby is not
assignable, transferable or negotiable and is subject to the detailed terms and
conditions contained in the Plan. This certificate is issued for convenience
only and in the case of any dispute with regard to any matter in respect hereof,
the provisions of the Plan and the records of the Company shall prevail.

Signed this _________ day of  _____________________ ,
20 _____.

	DITTYBASE TECHNOLOGIES INC. 	 
	by its Authorized Signatory: 	 
	  	 
	 	 
	<name> 	 
	<title> 	 






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Schedule B

EXERCISE NOTICE

	To: 	The Administrator, Stock Option Plan 
	  	Dittybase Technologies Inc. (the
      “Company”) 


The undersigned hereby irrevocably gives notice, pursuant to
the Company’s Stock Option Plan (the “Plan”), of the exercise of the Option to
acquire and hereby subscribes for (cross out inapplicable item):

	(a) 	all of the Shares; or 
	 	 
	(b) 	__________________of the Shares, which are the subject of the Option
      Certificate attached hereto. 


Calculation of total Exercise Price:

	 	(i) 	number of Shares to be acquired on exercise:
	________________  Shares 
	 	 	 	 
	 	(ii) 	multiplied by the Exercise Price per Share: 	$_______________ 
	 	 	 	 
	 	TOTAL EXERCISE PRICE, enclosed
      herewith: 	$_______________ 


The undersigned tenders herewith a certified cheque or bank
draft in an amount equal to the total Exercise Price of the aforesaid Shares, as
calculated above, and directs the Company to issue the share certificate
evidencing said Shares in the name of the undersigned to be mailed to the
undersigned at the following address:

___________________________________________________________________

___________________________________________________________________

___________________________________________________________________

DATED the ______day of _____________________, 20___.

	 	 
	 	Signature of Option Holder 
	 	 
	 	 
	 	Name
      of Option Holder (please print)