EXHIBIT
        4

       

       

       

      DIAMOND
        DISCOVERIES INTERNATIONAL CORP.

       

      2005
        STOCK INCENTIVE PLAN

       

       

      The
        purpose of the Diamond Discoveries International Corp. 2005 Stock Incentive
        Plan
        (the “Plan”)
        is to
        provide (a) designated employees (including employees who are also officers
        or
        directors) of Diamond Discoveries International Corp. and its subsidiaries
        (the
“Company”),
        (b)
        certain consultants and advisors to the Company, and (c) non-employee members
        of
        the Board of Directors of the Company (the “Board”)
        with
        the opportunity to receive grants of incentive stock options and nonqualified
        stock options (“Options”)
        and
        restricted stock awards (“Restricted
        Stock Awards”). Options
        and Restricted Stock Awards are collectively referred to herein as “Awards”).

      


      1. 
        Administration.  
        The
        Plan
        will be administered by the compensation committee (the “Committee”)
        of the
        Board. If no compensation committee is appointed by the Board, all references
        in
        the Plan to the Committee shall be deemed to refer to the Board. The Committee
        shall have the sole authority to (a) determine the individuals to whom Awards
        shall be granted under the Plan, (b) determine the type, size, and terms
        of the
        Awards to be granted to each such individual, (c) determine the time when
        the
        Awards will be granted and the duration of any applicable exercise period,
        including the criteria for exercisability and the acceleration of
        exercisability, and (d) deal with any other matters arising under the Plan.
        The
        Committee shall have full power and authority to administer and interpret
        the
        Plan, to make factual determinations and to adopt or amend such rules,
        regulations, agreements, and instruments for implementing the Plan and for
        the
        conduct of its business as it deems necessary or advisable, in its sole
        discretion. The Committee's interpretations of the Plan and all determinations
        made by the Committee pursuant to the powers vested in it hereunder shall
        be
        conclusive and binding on all persons having any interest in the Plan or
        in any
        Awards granted hereunder. All powers of the Committee shall be executed in
        its
        sole discretion, in the best interest of the Company, not as a fiduciary,
        and in
        keeping with the objectives of the Plan and need not be uniform as to similarly
        situated individuals. None of the Board of Directors or any member thereof,
        the
        Committee or any member thereof, any officer or delegate of any of the foregoing
        (collectively, the “Exculpated
        Persons”),
        shall
        be liable to anyone for any act, omission, interpretation, construction,
        or
        determination made in good faith in connection with the Plan (collectively,
        the
“Covered
        Acts”).
        Each
        Exculpated Person shall be entitled to indemnification and reimbursement
        by the
        Company in respect of any claim, loss, damage, or expense, including without
        limitation reasonable attorneys’ fees, arising out of or resulting from any
        Covered Act to the fullest extent permitted by law, any indemnification
        agreement between any Exculpated Person and the Company, and/or under any
        applicable insurance coverage which may be in effect from time to time.


       

      2. 
        Shares
        Subject to the Plan.   The
        aggregate number of shares of common stock of the Company (“Company
        Stock”)
        that
        may be issued under the Plan is Thirty Five Million (35,000,000) shares.
        The
        shares may be authorized but unissued shares of Company Stock or reacquired
        shares of Company Stock, including shares purchased by the Company on the
        open
        market for purposes of the Plan. If, and to the extent, Awards granted under
        the
        Plan terminate, expire, or are canceled, forfeited, exchanged, or surrendered
        without having been exercised, the shares subject to such Awards shall again
        be
        available for purposes of the Plan.

       

      3. 
        Eligibility
        for Participation.   All
        employees of the Company (“Employees”),
        including Employees who are officers or members of the Board, and members
        of the
        Board who are not Employees (“Non-Employee
        Directors”)
        shall
        be eligible to participate in the Plan. Consultants and advisors who perform
        services for the Company (“Key
        Advisors”)
        shall
        be eligible to participate in the Plan if the Key Advisors render bona fide
        services and such services are not in connection with the offer or sale of
        Company securities in a capital-raising transaction. Employees, Key Advisors,
        and Non-Employee Directors who receive Awards under the Plan shall hereinafter
        be referred to as “Grantees.”

       

      4. 
        Options.  
        Options
        granted under the Plan may be incentive stock options (“Incentive
        Stock Options”)
        or
        nonqualified stock options (“Nonqualified
        Stock Options”).
        All
        Awards shall be subject to the terms and conditions set forth herein and
        to such
        other terms and conditions consistent with the Plan as the Committee deems
        appropriate and as are specified in writing by the Committee to the individual
        in a grant instrument (the “Grant
        Instrument”)
        or an
        amendment to the Grant Instrument. The Committee shall approve the form and
        provisions of each Grant Instrument. Incentive Stock Options may be granted
        only
        to Employees. Nonqualified Stock Options may be granted to Employees,
        Non-Employee Directors, and Key Advisors. The purchase price (the “Exercise
        Price”)
        of
        Company Stock subject to an Option shall be determined by the Committee,
        provided
        however,
        that
        (x) the Exercise Price of an Incentive Stock Option shall be equal to, or
        greater than, the Fair Market Value of a share of Company Stock on the date
        the
        Incentive Stock Option is granted unless such Employee, at the time of grant,
        owns stock possessing more than 10 percent of the total combined voting power
        of
        all classes of stock of the Company or any parent or subsidiary of the Company,
        in which event the Exercise Price per share shall be not less than 110% of
        the
        Fair Market Value of Company Stock on the date of grant. “Fair Market Value” per
        share shall be the mean between the last reported “bid” and “asked” prices of
        Company Stock on the relevant date. The Exercise Price of a Nonqualified
        Stock
        Option may be any price approved by the Committee and is not required to
        be Fair
        Market Value.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        5. 
          Restricted
          Stock Awards.   The
          Committee may grant Restricted Stock Awards pursuant to the Plan. Restricted
          Stock Awards may be granted to Employees, Non-Employee Directors, and Key
          Advisors. Restricted Stock Awards shall be in any form the Committee deems
          appropriate, including but not limited to, stock for converted options,
          stock
          bonuses, and stock purchase rights. Each Restricted Stock Award shall be
          evidenced by a Grant Instrument. A Grantee’s right to retain a Restricted Stock
          Award may be subject to such restrictions, including, but not limited to,
          continuous employment by the Company for a specified period as the Committee
          deems appropriate. The Committee may, in its sole discretion, require different
          periods of employment and objectives with respect to different Grantees,
          different Restricted Stock Awards, or designated portions of a single Restricted
          Stock Award. Company Stock subject to a Restricted Stock Award shall be
          issued
          and delivered at the time of the grant or as otherwise determined by the
          Committee, and may be free trading or may be subject to forfeiture until
          provided otherwise in the Grant Instrument or the Plan. Grants of Restricted
          Stock Awards shall be made at such cost to the Grantee as the Committee
          shall
          determine and may be issued in consideration for past services actually
          rendered
          to or for the benefit of the Company.

         

        6. 
          Amendment
          and Termination of the Plan.   The
          Board
          may amend or terminate the Plan at any time; provided, however, that any
          amendment to the Plan that requires stockholder approval shall be submitted
          to a
          vote of stockholders in order to comply with Section 162(m) of the Internal
          Revenue Code of 1986, as amended, if such Section is applicable to the
          Plan. The
          Plan shall terminate on the day immediately preceding the tenth anniversary
          of
          its effective date unless terminated earlier by the Board or unless extended
          by
          the Board with the approval of the stockholders. 

         

        7. 
          Administrative
          Provisions.   

         

      

      (a) Governing
        Document.
        The
        Plan and any Grant Instrument shall be the controlling document and shall
        govern
        the rights and obligations of the Company and the applicable Grantee. No
        other
        statements, representations, explanatory materials, or examples, oral or
        written, may amend the Plan in any manner. The Plan shall be binding upon
        and
        enforceable against the Company and its successors and assigns.

       

      (b) Rights
        of Participants.
        Nothing
        in the Plan shall entitle any Employee, Key Advisor or other person to any
        claim
        or right to be granted an Award under the Plan. Neither the Plan nor any
        action
        taken hereunder shall be construed as giving any individual any rights to
        be
        retained by or in the employ of the Company or any other employment
        rights.

       

      (c) Headings.
        Section
        headings are for reference only. In the event of a conflict between a title
        and
        the content of a section, the content of the section shall control.

       

      (d) Effective
        Date of the Plan.
        The
        Plan was adopted by the Board of Directors on September 22, 2005, and by
        the
        stockholders on effective November 14, 2005.

       

      (e) Certain
        Awards.
        Nothing
        contained in the Plan shall be construed to (a) limit the right of the Committee
        to grant Awards under the Plan in connection with the acquisition by purchase,
        lease, merger, consolidation or otherwise, of the business or assets of any
        corporation, firm or association, including Awards granted to employees thereof
        who become Employees of the Company, or for other proper corporate purpose,
        or
        (b) limit the right of the Company to grant stock options or restricted stock
        awards or to grant stock appreciation rights, performance shares, dividend
        equivalent payments or other stock based awards or make other awards outside
        of
        the Plan. Without limiting the foregoing, the Committee may grant Awards
        to an
        employee of another corporation who becomes an Employee by reason of a corporate
        merger, consolidation, acquisition of stock or property, reorganization or
        liquidation involving the Company in substitution for a stock option or
        restricted stock award made by such corporation. The Committee shall prescribe
        the provisions of the substitute Awards.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (f) Compliance
        with Law.
        The
        Plan, the grant and exercise of Awards, and the obligations of the Company
        to
        issue or transfer shares of Company Stock under Awards shall be subject to
        all
        applicable laws and to approvals by any governmental or regulatory agency
        as may
        be required. The Committee may revoke any grant if it is contrary to law
        or
        modify a grant to bring it into compliance with any valid and mandatory
        government regulation. 

       

      (g) Withholding
        Taxes.
        The
        Committee shall adopt rules regarding the withholding of taxes due upon the
        exercise of Awards.

       

      (h) Ownership
        of Stock.
        A
        Grantee or successor Grantee shall have no rights as a stockholder with respect
        to any shares of Company Stock covered by an Award until the shares are issued
        or transferred to the Grantee or successor Grantee on the stock transfer
        records
        of the Company. Once an Award is exercised, the purchaser shall have the
        rights
        equivalent to those of a stockholder, and shall be a stockholder when his
        or her
        purchase is entered upon the records of the duly authorized transfer agent
        of
        the Company. No adjustment will be made for a dividend or other right for
        which
        the record date is prior to the date the Award is exercised.

       

      (i) Governing
        Law.
        The
        validity, construction, interpretation, and effect of the Plan and Grant
        Instruments issued under the Plan shall exclusively be governed by and
        determined in accordance with the laws of the State of Delaware.

       

      
        
          
             

          

          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      DIAMOND
        DISCOVERIES 2005 STOCK 

      INCENTIVE
        PLAN EXHIBIT A

       

      DIAMOND
        DISCOVERIES INTERNATIONAL CORP.

       

      COMMON
        STOCK PURCHASE OPTION

       

      No.
        2005-00_                                                                            Void
        _________, 200_

       

      OPTION
        TO
        PURCHASE SHARES OF COMMON STOCK

       

      THIS
        CERTIFIES THAT, for value received, __________________(along with any permitted
        transferees pursuant to Section 7, the “Holder”)
        can
        purchase ___________ shares (as adjusted pursuant to Section 3 hereof)
        of
        the fully paid and nonassessable Common Stock, $0.001 par value per share
        (each
        share, a “Option
        Share”),
        of
        Diamond Discoveries International Corp., a Delaware corporation (the
“Company”),
        at an
        exercise price of $__ per Option Share (the “Exercise
        Price”)
        (as
        adjusted pursuant to Section 3), subject to the provisions and upon
        the
        terms and conditions hereinafter set forth.

       

      1.  Method
        of Exercise; Payment.

       

      (a)  Exercise.
        The
        Holder can exercise the purchase rights represented by this Option, in whole
        or
        in part, by surrendering this Option (with the notice of exercise form attached
        as Exhibit A,
        duly
        executed) at the Company’s principal office, and by paying the Company, by
        certified, cashier’s or other check acceptable to the Company or promissory note
        on terms and conditions satisfactory to the Company, an amount equal to the
        aggregate Exercise Price of the Option Shares being purchased, by the transfer
        and delivery to the Company of shares of its common stock having a Fair Market
        Value on the date of exercise of the Option at least equal to the option
        price,
        by authorization from the Company to retain from the total number of shares
        as
        to which the Option is exercised that number of shares having a Fair Market
        Value on the date of exercise equal to the exercise price for the total number
        of Shares as to which the option is exercised or any combination
        thereof.

       

      (b)  Reserved

       

      (c)  Stock
        Certificates.
        In the
        event of any exercise of the rights represented by this Option, the Company
        will
        deliver (i) certificates for the Option Shares so purchased to the
        Holder
        within a reasonable time and, unless this Option has been fully exercised
        or has
        expired, (ii) a new Option representing the Option Shares with respect
        to
        which this Option will not have been exercised.

       

      2.  Stock
        Fully Paid; Reservation of Shares.
        All of
        the Option Shares issuable upon the exercise of the rights represented by
        this
        Option will, upon issuance and receipt of the Exercise Price for such Option
        Shares, be fully paid and nonassessable, and free from all taxes, liens and
        charges with respect to that issuance. During the period within which the
        rights
        represented by this Option may be exercised, the Company will at all times
        have
        authorized and reserved for issuance sufficient Option Shares to provide
        for the
        exercise of the rights represented by this Option.

       

      3.  Adjustments.
        The
        number and kind of securities purchasable upon the exercise of this Option
        and
        the Exercise Price therefor will be subject to adjustment from time to time
        upon
        the occurrence of certain events, as follows:

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (a)  Reclassification.
        In case
        of any reclassification or change of the Option Shares (other than a change
        in
        par value, or as a result of a subdivision or combination), the Company will
        execute a new Option, providing that the Holder will have the right to exercise
        that new Option, and procure upon that exercise and payment of the same
        aggregate Exercise Price, in lieu of the Option Shares previously issuable
        upon
        exercise of this Option, the kind and amount of shares of stock, other
        securities, money and property receivable upon that reclassification or change,
        by a holder of an equivalent number of shares of Company common stock. That
        new
        Option will provide for adjustments that will be equivalent to the adjustments
        provided for in this Section 3. The provisions of this subsection 3(a)
        will similarly apply to successive reclassifications or changes.

       

      (b)  Stock
        Splits, Dividends and Combinations.
        In the
        event that the Company will at any time subdivide the outstanding shares
        of
        Company common stock or will issue a stock dividend on its outstanding shares
        of
        Company common stock, the number of Option Shares issuable upon exercise
        of this
        Option immediately prior to such subdivision or to the issuance of that stock
        dividend will be proportionately increased, and the Exercise Price will be
        proportionately decreased, and in the event that the Company will at any
        time
        combine the outstanding shares of Company common stock, the number of Option
        Shares issuable upon exercise of this Option immediately prior to that
        combination will be proportionately decreased, and the Exercise Price will
        be
        proportionately increased, effective at the close of business on the date
        of
        that subdivision, stock dividend or combination, as the case may
        be.

       

      (c)  Reserved.

       

      (d)  Consolidation,
        Merger, or Sale.
        In the
        event the Company consolidates or merges with another corporation (other
        than a
        consolidation or merger in which the Company is the surviving entity and
        that
        does not result in any change in the Option Shares), or any sale or other
        transfer or disposition by the Company of all or substantially all of its
        assets
        to any other corporation, then the Holder will thereafter, upon exercise
        of this
        Option, be entitled to receive the number of Option Shares or other securities
        or property of the Company, or of the successor corporation resulting from
        such
        consolidation or merger, as the case may be, to which the Holder would have
        been
        entitled upon such consolidation, merger, sale, or other disposition if this
        Option had been exercised immediately prior to such consolidation, merger,
        sale,
        or other disposition. In any such case, appropriate adjustment will be made
        in
        the application of the provisions set forth in this Option with respect to
        the
        rights and interests thereafter of the Holder to the end that the provisions
        set
        forth in this Option (including those relating to adjustments of the Exercise
        Price and the number of Option Shares issuable upon the exercise of this
        Option)
        will thereafter be applicable in relation to any shares or other property
        thereafter deliverable upon the exercise of this Option as if this Option
        had
        been exercised immediately prior to such consolidation, merger, sale, or
        other
        disposition and the Holder had carried out the terms of the exchange as provided
        for by such consolidation, or merger. The Company will not effect any such
        consolidation or merger unless, upon or prior to consummating it, the successor
        corporation will assume by written instrument the obligation to deliver to
        the
        Holder such shares of stock or other securities, cash, or property as the
        Holder
        will be entitled to purchase in accordance with the foregoing provisions.
        Notwithstanding any other provisions of this Option, in the event of sale
        or
        other disposition of all or substantially all of the assets of the Company
        as a
        part of a plan for liquidation of the Company, all rights to exercise the
        Option
        will terminate upon the earlier of the expiration of the Exercise Period
        and 60
        days after the Company gives written notice to the Holder that such sale
        or
        other disposition has been consummated. 

       

      4.  Notice
        of Adjustments.
        Whenever the number of Option Shares purchasable under this Option or the
        Exercise Price is adjusted pursuant to Section 3, the Company will
        provide
        notice to the Holder setting forth, in reasonable detail, the event requiring
        the adjustment, the amount of the adjustment, how the adjustment was calculated,
        and the number and class of Option Shares that may be purchased and the Exercise
        Price therefor after giving effect to such adjustment.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      5.  Representations
        and Warranties by the Holder.
        The
        Holder represents and warrants to the Company as follows:

       

      (a)  This
        Option and the Option Shares issuable upon exercise of this Option are being
        acquired for its own account, for investment and not with a view to, or for
        resale in connection with, any distribution or public offering thereof within
        the meaning of the Securities Act of 1933 (the “1933
        Act”).
        Upon
        exercise of this Option, the Holder will, if so requested by the Company,
        confirm in writing, in a form satisfactory to the Company, that the Option
        Shares issuable upon exercise of this Option are being acquired for investment
        and not with a view toward distribution or resale.

       

      (b)  The
        Holder understands that this Option and the Option Shares have not been
        registered under the Act by reason of their issuance in a transaction exempt
        from the registration and prospectus delivery requirements of the 1933 Act
        pursuant to Section 4(2) thereof, and that they must be held by the
        Holder
        indefinitely, and that the Holder must therefore bear the economic risk of
        such
        investment indefinitely, unless a subsequent disposition thereof is registered
        under the 1933 Act or is exempted from such registration. The Holder further
        understands that the Option Shares have not been registered under any applicable
        state securities laws.

       

      (c)  The
        Holder has such knowledge and experience in financial and business matters
        that
        it is capable of evaluating the merits and risks of the purchase of this
        Option
        and the Option Shares issuable upon exercise of this Option and of protecting
        its interests in connection therewith.

       

      (d)  The
        Holder is able to bear the economic risk of the purchase of the Option Shares
        pursuant to the terms of this Option.

       

      6.  Restrictive
        Legend.

       

      The
        Option Shares (unless registered under the 1933 Act) will be stamped or
        imprinted with a legend in substantially the following form:

       

      THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
        AND NOT
        WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF,
        AND
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES
        MAY
        NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
        THEREFROM UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE SECURITIES
        LAWS. 

       

      7.  Restrictions
        Upon Transfer and Removal of Legend.

       

      (a)  The
        Company need not register a transfer of this Option or Option Shares bearing
        the
        restrictive legend set forth in Section 6 of this Option unless the
        conditions specified in that legend are satisfied. The Company can also instruct
        its transfer agent not to register the transfer of the Option Shares, unless
        one
        of the conditions specified in the legend referred to in Section 6
        of this
        Option is satisfied.

       

      (b)  Notwithstanding
        the provisions of subsection (a) above, the Company must register
        a
        transfer of this Option or Option Shares without consideration by the Holder
        (i) to an affiliate of the Holder, (ii) if the Holder is a
        partnership
        or a limited liability company, to any current and former constituent partners,
        members and shareholders, (iii) if the Holder is a corporation, to
        a
        shareholder of such corporation, or to any other corporation under common
        control, direct or indirect, with the Holder, or (iv) if the Holder
        is an
        individual, by gift, will or intestate succession to (A) a transferee
        or
        assignee who is a spouse, lineal descendant, father, mother, brother or sister
        (each, a “Family
        Member”)
        of the
        Holder or (B) to a trust, the beneficiaries of which are exclusively
        the
        Holder and/or Family Members, provided,
        in each
        case, that:
        (y) the Company is, within a reasonable time after that transfer,
        furnished
        with written notice of the name and address of that transferee or assignee
        and
        the number of Option Shares under this Option that are being assigned; and
        (z) that transferee or assignee agrees in writing to be bound by and
        subject to the terms and conditions of this Option to the same extent as
        if that
        transferee were the original Holder of this Option.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      8.  Rights
        of Shareholders.
        No
        Holder will be entitled, as a Holder, to vote or receive dividends or be
        deemed
        the holder of the Option Shares or any other securities of the Company that
        may
        at any time be issuable on the exercise hereof for any purpose, nor will
        anything contained herein be construed to confer upon the Holder, as a Holder,
        any of the rights of a stockholder of the Company or any right to vote for
        the
        election of directors or upon any matter submitted to shareholders at any
        meeting thereof, or to give or withhold consent to any corporate action (whether
        upon any recapitalization, issuance of stock, reclassification of stock,
        change
        of par value, consolidation, merger, conveyance, or otherwise) or to receive
        notice of meetings, or to receive dividends or subscription rights or otherwise
        until this Option will have been exercised and the Option Shares issuable
        upon
        the exercise of this Option will have become deliverable, as provided in
        this
        Option.

       

      9.  Expiration
        of Option.
        The
        terms and provisions of this Option will terminate and expire and this Option
        will no longer be exercisable on the 36 month anniversary of the date
        hereof.

       

      10.  Notices.
        All
        notices and other communications required or permitted hereunder will be
        in
        writing, will be effective when given, and will in any event be deemed to
        be
        given upon receipt or, if earlier, (a) on the date shown on the return
        receipt, if sent by first class mail, postage prepaid, return receipt requested,
        (b) upon delivery, if delivered by hand, (c) on the date of
        receipt
        shown in the courier’s documentation, if sent by Federal Express or similar
        overnight courier, freight prepaid or (d) one business day after the
        business day of facsimile transmission with confirmation of receipt, if
        delivered by facsimile transmission with copy by first class mail, postage
        prepaid, return receipt requested, and will be addressed 

       

      (i) if
        to the Holder, at 

      


      


      Attn.:
        

      Fax.:
        ()-


       

      and
        (ii) if to the Company, at 

      804
        - 750
        West Pender Street

      Vancouver,
        BC, Canada V6C 2T7

      Attn.:
        Chief Executive Officer 

      Fax.:
        (604) 685-6905

       

      or
        at
        such other address as a party may designate by ten days advance written notice
        to the other party pursuant to the provisions above.

       

      11.  Governing
        Law.
        This
        Option and all rights, obligations and liabilities arising herein shall be
        construed and governed by the substantive Law of the state of New York, without
        giving effect to the principles of conflicts of law thereof. 

       

      12.  Interpretation.
        References to “Section” and “Exhibit” are to the Sections and Exhibits
        respectively of this Option.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      13.  Amendment;
        Integration; Waiver.
        This
        Option may not be amended without a written agreement signed by both parties.
        This Option contains the entire agreement of the parties hereto and supercedes
        any prior agreements and understanding of the parties hereto, written or
        oral,
        with respect to this subject matter. No failure or delay by any party in
        exercising any right, power or privilege hereunder will operate as a waiver
        thereof nor will any single or partial exercise thereof preclude any other
        or
        further exercise thereof or the exercise of any other right, power or privilege.
        The rights and remedies herein provided will be cumulative and not exclusive
        of
        any rights or remedies provided by law.

       

      Issued
        this __ day of _________, 200_.

       

      
        	 	 	 
	 	DIAMOND
                DISCOVERIES INTERNATIONAL CORP.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

              
	 	 


      

       


      
        
          
             

          

          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      EXHIBIT A

       

      


       

      NOTICE
        OF EXERCISE

       

      
        	
                TO:

              	
                Diamond
                  Discoveries International Corp.

                804
                  - 750 West Pender Street

                Vancouver,
                  BC, Canada V6C 2T7

              


      

             

       

      1.  The
        undersigned hereby elects to purchase __________ Option Shares pursuant to
        the
        terms of the attached Option.

       

      2.  The
        undersigned tenders herewith payment in full for the purchase price of the
        shares being purchased, together with all applicable transfer taxes, if
        any.

       

      3.  Please
        issue a certificate or certificates representing said Option Shares in the
        name
        of the undersigned or in such other name as is specified below:

       

      
        	 	 	 
	 	
                 (Name)

              	 
	 	 	 
	 	 	 
	 	 	 
	 	
                 (Address)

              	 


      

       

      4.  The
        undersigned hereby represents and warrants that the aforesaid Option Shares
        are
        being acquired for the account of the undersigned for investment and not
        with a
        view to, or for resale, in connection with the distribution thereof, and
        that
        the undersigned has no present intention of distributing or reselling such
        shares and all representations and warranties of the undersigned set forth
        in
        Section 6 of the attached Option are true and correct as of the date
        hereof.

      
        	 	 	 
	 	 
	 	 
	 	
                 

                  
                       (Signature)

              
	 	Title

                

                  
	 	
                
                  

                                           (Date)

              
	 	 


      

      
        
          
            


          

          
          

        

        
          9

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT B

       

      FORM
        OF TRANSFER

       

      (To
        be
        signed only upon transfer of Option)

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto
        _______________________________________________ the right represented by
        the
        attached Option to purchase ____________ Option Shares to which the attached
        Option relates, and appoints ______________ Attorney to transfer such right
        on
        the books of [_____________], with full power of substitution in the
        premises.

       

      Dated:
        ____________________

       

       

      
        	 	 
	 	 (Signature must conform in all respects
                to name of Holder as specified on the face of the Option)
	 	 
	 	 
	 	
                 (Address)

              


      

       

      Signed
        in
        the presence of:

      ____________________________
        

      


      



      
        
          
            1