EXHIBIT 4.5  




KODIAK OIL & GAS
CORP.


INCENTIVE SHARE OPTION PLAN 


(Ratified by Shareholders June 16, 2005)  









KODIAK OIL & GAS
CORP. 


INCENTIVE SHARE OPTION
PLAN  




	1.  	   	GENERAL
PROVISIONS  







	1.1  	  	Interpretation  






For the purposes of this Plan, the
following terms shall have the following meanings: 



	  	(a)  	  	“Affiliate” means
a company that is one of the following:  






	  	  	(i)  	  	a
Subsidiary of the Company;  






	  	  	(ii)  	  	a
company to whom the Company is a subsidiary; or  






	  	  	(iii)  	  	a
company that is controlled by the same person as the Company;  






	  	(b)  	  	“Associate” has
the meaning ascribed to that term under           Section 1(1) of the Securities Act
(British Columbia);  






	  	(c)  	  	“Board” means
the Board of Directors of the Company;  






	  	(d)  	  	“Common
Shares” means the Common Shares without par value of the           Company as
currently constituted;  






	  	(e)  	  	“Company” means
Kodiak Oil & Gas Corp.;  






	  	(f)  	  	“Consultant” means,
in relation to an Company, an individual or           Consultant company, other than an
Employee or a Director of the Company, that:  






	  	  	(i)  	  	is
engaged to provide on an ongoing bona fide basis, consulting, technical,
          management or other services to the Company or to an Affiliate of the Company,
          other than services provided in relation to a Distribution;  






	  	  	(ii)  	  	provides
the services under a written contract between the Company or the           Affiliate and
the individual or the Consultant Company;  






	  	  	(iii)  	  	in
the reasonable opinion of the Company, spends or will spend a significant
          amount of time and attention on the affairs and business of the Company or an
          Affiliate of the Company; and  






	  	  	(iv)  	  	has
a relationship with the Company or an Affiliate of the Company that enables           the
individual to be knowledgeable about the business and affairs of the           Company.  






	  	(g)  	  	“Consultant
Company” means for an individual consultant, a company or           partnership of
which the individual is an employee, shareholder or partner.  
















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	  	(h)  	  	“Directors” means
directors, senior officers and Management Company           Employees of the Company, or
directors, senior officers and Management Company           Employees of the Company’s
subsidiaries to whom stock options can be           granted in reliance on a Prospectus
exemption under applicable Securities Laws.  






	  	(i)  	  	“Discounted
Market Price” means the Market Price less a discount which           shall not
exceed the amount set forth below, subject to a minimum price of           $0.10;  





		
	 	 
	Closing Price  	Discount  
	

	Up to $0.50	25%
	$0.51 to $2.00	20%
	Above $2.00	15%





	  	(j)  	  	“Disinterested
Shareholder Approval” means a majority of the votes           cast at a meeting of
shareholders other than votes attaching to securities           beneficially owned by:  






	  	  	(i)  	  	Insiders
to whom shares may be issued pursuant to the Plan; and  






	  	  	(ii)  	  	any
Associate of persons referred to in (i);  






	  	
Non-voting
and subordinate voting shares are to be given full voting rights in these circumstances.  






	  	(k)  	  	“Eligible
Person” means, subject to all applicable laws, any director,           officer,
employee, Consultant, Consultant Company or Management Company Employee           of the
Company or any of its Subsidiary companies;  






	  	(l)  	  	“Fair
Market Value” means, with respect to a Common Share subject to           Option, the
10-day average of the closing prices of the Company’s Common           Shares on the
TSX Venture Exchange or, if the Common Shares are not listed on           such exchange,
on such other exchange or exchanges on which the Common Shares           are listed on a
specific day. If no Common Shares have been traded on such day,           the Fair Market
Value shall be established on the same basis on the last           previous day for which
a trade was reported by such exchange. If the Common           Shares are not listed for
trading on such exchange, on such day, the Fair Market           Value shall be such
price per Common Share as the Board, acting in good faith,           may determine.  






	  	(m)  	  	“Insider” means:  






	  	  	(i)  	  	an
insider as defined under Section 1(1) of the Securities Act (British
          Columbia), other than a person who falls within that definition solely by
virtue           of being a director or senior officer of a Subsidiary of the Company,
and  
















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	  	  	(ii)  	  	an
Associate as defined under Section 1(1) of the Securities Act (British
          Columbia) of any person who is an insider by virtue of (i) above;  






	  	(n)  	  	“Management
Company Employee” means an individual employed by a person           providing
management services to the Company which are required for the ongoing
          successful operation of the business of the Company, but excluding a person
          engaged in investor relations activities;  






	  	(o)  	  	“Market
Price” means the last daily closing price of the           Company’s listed
Common Shares before the date of grant of an Option;  






	  	(p)  	  	“Option” means
an option to purchase Common Shares granted to an           Eligible Person pursuant to
the terms of the Plan;  






	  	(q)  	  	“Outstanding
Issue” is determined on the basis of the number of Common           Shares that are
outstanding immediately prior to the share issuance or grant of           the option in
question, excluding Common Shares issued pursuant to Share           Compensation
Arrangements over the preceding one-year period;  






	  	(r)  	  	“Participant” means
Eligible Persons to whom Options have been           granted;  






	  	(s)  	  	“Plan” means
this Incentive Share Option Plan of the Company;  






	  	(t)  	  	“Share
Compensation Arrangement” means any stock option, share option           plan,
employee share purchase plan or any other compensation or incentive           mechanism
involving the issuance or potential issuance of Common Shares,           including a
share purchase from treasury which is financially assisted by the           Company by
way of a loan, guarantee or otherwise;  






	  	(u)  	  	“Subsidiary” has
the meaning ascribed to that term under           Section 1(1) of the Securities Act
(British Columbia); and  






	  	(v)  	  	“Termination
Date” means the date on which a Participant ceases to be           an Eligible
Person.  






Words importing the singular number
only shall include the plural and vice versa and words importing the masculine shall
include the feminine. 



This Plan and all matters to which
reference is made herein shall be governed by and interpreted in accordance with the laws
of the Province of British Columbia and the laws of Canada applicable therein. 




	1.2  	  	Purpose
  






The purpose of the Plan is to
advance the interests of the Company by (i) providing Eligible Persons with
additional incentive to develop and promote the growth and success of the Company, (ii) encouraging
stock ownership by such Eligible Persons, (iii) increasing the proprietary interest
of Eligible Persons in the success of the Company, (iv) encouraging the Eligible
Person to remain with the Company or its Subsidiaries or any Associate, and 













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(v) attracting and retaining
persons of outstanding competence whose efforts will dictate, to a large extent, the
future growth and success of the Company.  




	1.3  	  	Administration  






	  	(a)  	  	This
Plan shall be administered by the Board or a committee of the Board duly
               appointed for this purpose by the Board and consisting of not less than
three                directors. If a committee is appointed for this purpose, all
references to the                Board will be deemed to be references to the Committee.  






	  	(b)  	  	Subject
to the limitations of the Plan, the Board shall have the authority:  






	  	  	(i)  	  	to
grant Options to purchase Common Shares to Eligible Persons,  






	  	  	(ii)  	  	to
determine the terms, limitations, restrictions and conditions respecting such
               grants, including, the number of Common Shares for which any Option may be
               granted to an Eligible Person and the exercise price at which Common
Shares may                be purchased under any Option to be granted to an Eligible
Person,  






	  	  	(iii)  	  	to
interpret the Plan and to adopt, amend and rescind such administrative
               guidelines and other rules and regulations relating to the Plan as it
shall from                time to time deem advisable, and  






	  	  	(iv)  	  	to
make all other determinations and to take all other actions in connection
               with the implementation and administration of the Plan including, without
               limitation, for the purpose of ensuring compliance with section 1.7
hereof,                as it may deem necessary or advisable. The Board’s
guidelines, rules,                regulations, interpretations and determinations shall
be conclusive and binding                upon the Company and all other persons.  







	1.4  	  	Shares
Reserved  






	  	(a)  	  	Options
may be granted on authorized but unissued common shares of the Company           not
exceeding 10% of the total number of issued and outstanding common shares of
          the Company from time to time on a non-diluted basis.  






	  	(b)  	  	Subject
only to paragraph 1.4(d) and paragraph 1.5(iv) below, the maximum number           of
Common Shares which may be reserved for issuance under Options in any 12           month
period to any one individual under the Plan shall be 5% of the Common           Shares
outstanding at the time of the grant (on a non-diluted basis) less the
          aggregate number of Common Shares reserved for issuance to such person under
any           other option to purchase Common Shares from treasury granted as a
compensation           or incentive mechanism.  






	  	(c)  	  	 Subject
only to paragraph 1.4(d) and paragraph 1.5(iv) below, the maximum number           of
Common Shares which may be reserved for issuance under Options in any 12           month
period to any one Consultant under the Plan shall be 2% of the Common           Shares
outstanding at the time of the grant (on a non-diluted basis) less  

















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the
          aggregate number of Common Shares reserved for issuance to such person under
any           other option to purchase Common Shares from treasury granted as a
compensation           or incentive mechanism.  






	  	(d)  	  	As
long as the Company’s Common Shares are listed on the TSX Venture
          Exchange, the maximum number of Common Shares which may be reserved for
issuance           under Options in any 12 month period to a director who is employed in
an           investor relations capacity or to an employee who is employed in an investor
          relations capacity at any time under the Plan shall be 2% of the Common Shares
          outstanding at the time of the grant (on a non-diluted basis) less the
aggregate           number of Common Shares reserved for issuance to all persons engaged
in investor           relations activities under any other option to purchase Common
Shares from           treasury granted as a compensation or incentive mechanism.  






	  	(e)  	  	  Any
Common Shares subject to an Option which for any reason is cancelled or
          terminated without having been exercised, shall again be available for grant
          under the Plan. No fractional shares shall be issued. Please refer to
          section 1.9(d) for the manner in which a fractional share value shall be
          treated.  






	  	(f)  	  	If
there is a change in the outstanding Common Shares by reason of any stock
          dividend or any recapitalization, amalgamation, subdivision, consolidation,
          combination or exchange of shares, or other corporate change, the Board shall
          make, subject to the prior approval of the relevant stock exchanges,
appropriate           substitution or adjustment in  






	  	  	(i)  	  	the
number or kind of shares or other securities reserved for issuance pursuant           to
the Plan, and  






	  	  	(ii)  	  	the
number and kind of shares subject to unexercised Options theretofore granted
          and in the option price of such shares;  






provided however, that no
substitution or adjustment shall obligate the Company to issue or sell fractional shares.
If the Company is reorganized, amalgamated with another corporation or consolidated, the
Board shall make such provisions for the protection of the rights of Participants as the
Board in its discretion deems appropriate. 




	1.5  	  	Limits
with respect to Insiders  






Subject only to obtaining approval of
the TSX Venture Exchange (and any other exchange upon which the common shares of the
Company may be posted and listed for trading) and Disinterested Shareholder Approval for
the grant of any Options under the circumstances described in section 1.5 of the Plan, the
Company may cause: 



	  	  	(i)  	  	the
number of Common Shares reserved for issuance pursuant to Options granted to
               Insiders to exceed 10% of the Outstanding Issue;  






	  	  	(ii)  	  	the
issuance to Insiders, within a one-year period, of Common Shares to exceed
               10% of the Outstanding Issue;  
















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	  	  	(iii)  	  	at
such time as the Company’s common shares are listed on Tier 1 of the TSX
               Venture Exchange, the issuance to any one Insider, within a one year
period of a                number of shares exceeding 5% of the Outstanding Issue; or  






	  	  	(iv)  	  	a
reduction in the exercise price of Options previously granted to Insiders.  






Any entitlement granted prior to the
Participant becoming an Insider of the Company shall be excluded in determining the number
of Common Shares issuable to Insiders. 




	1.6  	  	Amendment
and Termination  






	  	(a)  	  	The
Board may amend, suspend or terminate the Plan or any portion thereof at any
          time in accordance with applicable legislation, and subject to any required
          regulatory approval. No such amendment, suspension or termination shall alter
or           impair any Options or any rights pursuant thereto granted previously to any
          Participant without the consent of such Participant. If the Plan is terminated,
          the provisions of the Plan and any administrative guidelines, and other rules
          and regulations adopted by the Board and in force at the time of the Plan shall
          continue in effect during such time as an Option or any rights pursuant thereto
          remain outstanding.  






	  	(b)  	  	With
the consent of the affected Participants, the Board may amend or modify any
          outstanding Option in any manner to the extent that the Board would have had
the           authority to initially grant such award as so modified or amended,
including           without limitation, to change the date or dates as of which an Option
becomes           exercisable, subject to the prior approval of the relevant stock
exchanges.  







	1.7  	  	Compliance
with Legislation  






The Plan, the grant and exercise of
Options hereunder and the Company’s obligation to sell and deliver Common Shares
upon exercise of Options shall be subject to all applicable federal, provincial and
foreign laws, rules and regulations, the rules and regulations of any stock exchange on
which the Common Shares are listed for trading and to such approvals by any regulatory or
governmental agency as may, in the opinion of counsel to the Company, be required. The
Company shall not be obliged by any provision of the Plan or the grant of any Option
hereunder to issue or sell Common Shares in violation of such laws, rules and regulations
or any condition of such approvals. No Option shall be granted and no Common Shares
issued or sold hereunder where such grant, issue or sale would require registration of
the Plan or of Common Shares under the securities laws of any foreign jurisdiction and
any purported grant of any Option or issue or sale of Common Shares hereunder in
violation of this provision shall be void. In addition, the Company shall have no
obligation to issue any Common Shares pursuant to the Plan unless such Common Shares
shall have been duly listed, upon official notice of issuance, with all stock exchanges
on which the Common Shares are listed for trading. Common Shares issued and sold to
Participants pursuant to the exercise of Options may be subject to limitations on sale or
resale under applicable securities laws. In addition to resale restrictions under
applicable securities laws, and as long as the Company’s Common Shares are listed on
the TSX Venture Exchange, all Options and Common Shares issued on the exercise of Options
must be legended with a four month hold period from the date of grant. If Options are
granted to any resident or citizen of the United States, the Board and the Company will
use their best efforts to 













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ensure that all matters pertaining
to such Options shall be made in compliance with applicable United States securities
laws.  




	1.8  	  	Effective
Date  






The Plan shall be effective upon the
approval of the Plan by: 



	  	(a)  	  	the
TSX Venture Exchange and any other exchange upon which the Common Shares of           the
Company may be posted and listed for trading; and  






	  	(b)  	  	the
shareholders of the Company, given by the affirmative vote of a majority of           the
votes attached to the Common Shares of the Company entitled to vote and
          represented and voted at an annual or special meeting of the holders of such
          Common Shares.  







	1.9  	  	Miscellaneous  






	  	(a)  	  	Nothing
contained herein shall prevent the Board from adopting other or           additional
compensation arrangements, subject to any required regulatory           approval.  






	  	(b)  	  	Nothing
contained in the Plan nor in any Option granted thereunder shall be           deemed to
give any Participant any interest or title in or to any Common Shares           of the
Company or any rights as a shareholder of the Company or any other legal           or
equitable right against the Company whatsoever other than as set forth in the
          Plan and pursuant to the exercise of any Option.  






	  	(c)  	  	The
Plan does not give any Participant or any employee of the Company or any of           its
Associated or Subsidiary companies the right or obligation to or to continue           to
serve as a director, officer or employee, as the case may be, of the Company           or
any of its Associated or Subsidiary companies. The awarding of Options to any
          Eligible Person is a matter to be determined solely in the discretion of the
          Board. The Plan shall not in any way fetter, limit, obligate, restrict or
          constrain the Board with regard to the allotment or issue of any Common Shares
          or any other securities in the capital of the Company or any of its
subsidiaries           other than as specifically provided for in the Plan.  






	  	(d)  	  	No
fractional Common Shares shall be issued upon the exercise of Options granted
          under the Plan and, accordingly, if a Participant would become entitled to a
          fractional Common Share upon the exercise of an Option, such Participant shall
          only have the right to purchase the next lowest whole number of Common Shares
          and no payment or other adjustment will be made with respect to the fractional
          interest so disregarded.  






	2.  	   	OPTIONS  







	2.1  	  	Grants  
















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Subject to the provisions of the
Plan, the Board shall have the authority to determine the limitations, restrictions and
conditions, if any, in addition to those set forth in section 2.3 hereof, applicable
to the exercise of an Option, including, without limitation, the nature and duration of
the restrictions, if any, to be imposed upon the sale or other disposition of Common
Shares acquired upon exercise of the Option, and the nature of the events, if any, and the
duration of the period in which any Participant’s rights in respect of Common Shares
acquired upon exercise of an Option may be forfeited. An Eligible Person may receive
Options on more than one occasion under the Plan and may receive separate Options on any
one occasion. 




	2.2  	  	Option
Price  






The Board shall establish the Option
price at the time each Option is granted, which shall, as long as the Company’s
Common Shares are listed on the TSX Venture Exchange, be not less than the Discounted
Market Price. At such time as the Company’s Common Shares are listed on the TSX
Exchange, the Option price shall be not less than the Fair Market Value. 



The Option price shall be subject to
adjustment in accordance with the provisions of section 1.4(f) hereof. 




	2.3  	  	Exercise
of Options  






	  	(a)  	  	Options
granted must expire not later than:  






	  	  	(i)  	  	as
long as the Company’s Common Shares are listed on Tier 2 of the TSX
          Venture Exchange, a maximum of 5 years from the date of grant; or  






	  	  	(ii)  	  	at
such time as the Company’s Common Shares are listed on Tier 1 of the TSX
          Venture Exchange or on the TSX Exchange, a maximum of 10 years from the date of
          grant.  






	  	(b)  	  	Options
will vest at the discretion of the Board, as determined at the time of           each
grant, provided that options granted to consultants performing investor
          relations activities shall vest in stages over 12 months with no more than one
          quarter of the options vesting in any three month period.  






	  	(c)  	  	Options
shall not be assignable or transferable by the Participant otherwise           than by
will or the laws of descent and distribution, and shall be exercisable           during
the lifetime of a Participant only by the Participant and after death           only by
the Participant’s legal representative.  






	  	(d)  	  	Subject
to section 2.3(a) and except as otherwise determined by the Board:  






	  	  	(i)  	  	 if
a Participant ceases to be an Eligible Person which, for the purposes of this
          subsection does not include persons engaged in investor relations activities,
          for any reason whatsoever other than death, each Option held by the Participant
          will cease to be exercisable no more than 90 days after the Termination Date.
          Options granted to Participants engaged in investor relations activities must
          expire within 30 days after the Participant ceases to be employed to provide
          investor relations activities. If any portion of  

















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an
Option is not vested by the           Termination Date, that portion of the Option may
not under any circumstances be           exercised by the Participant. Without
limitation, and for greater certainty           only, this provision will apply
regardless of whether the Participant was           dismissed with or without cause and
regardless of whether the Participant           received compensation in respect of
dismissal or is entitled to a period of           notice of termination which would
otherwise have permitted a greater portion of           the Option to vest with the
Participant;  






	  	  	(ii)  	  	if
a Participant dies, the legal representative of the Participant may exercise
          the Participant’s Options within one year after the date of the
          Participant’s death, but only to the extent the Options were by their
terms           exercisable on the date of death;  






	  	  	(iii)  	  	the
retirement of any Participant who is a director of the Company or any
          Subsidiaries or Associate companies at any annual general meeting of the
Company           or such Subsidiaries as required by the constating documents of the
Company or           Subsidiaries, as the case may be, shall not result in the
termination of the           Option granted to such Participant provided that such
Participant is re-elected           at such annual general meeting as a director of the
Company or such Subsidiary,           as the case may be;  






	  	  	(iv)  	  	the
change in the duties or position of a Participant or the transfer of such
          Participant from a position with the Company to a position with an Subsidiary,
          or vice-versa, shall not trigger the termination of such Participant’s
          Option provided such Participant remains a director, officer, employee or
          Consultant of the Company or Subsidiary.  






	  	(e)  	  	Each
Option shall be confirmed by an Option agreement executed on behalf of the
          Company by any one director of the Board and by the Participant and each Option
          agreement shall incorporate such terms and conditions as the Board in its
          discretion deems consistent with the terms of the Plan.  






	  	(f)  	  	The
exercise price of each Common Share purchased under an Option shall be paid           in
full in cash or by bank draft or certified cheque at the time of such           exercise,
in lawful money of Canada, and upon receipt of payment in full, but           subject to
the terms of the Plan, the number of Common Shares in respect of           which the
Option is exercised shall be duly issued as fully paid and           non-assessable.  






	  	(g)  	  	Subject
to the terms and conditions of this Plan, an Option may be exercised by           written
notice signed by the Participant and dated the date of exercise, and not
          post-dated, stating that the Participant elects to exercise his rights to
          purchase Common Shares under such Option and the number of Common Shares in
          respect of which such Option is being exercised, accompanied by full payment
for           the Common Shares being purchased under such Option delivered to the
Company at           its principal office at 1625 Broadway Suite 330, Denver CO, 80202
(or such other           address of the principal office of the Company at the time of
exercise)           addressed to the attention of the President of the Company. Delivery
of any           notice of 

















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exercise
accompanied by the payment may be made by personal delivery,           by courier service
or by agent.  






	  	(h)  	  	Upon
exercise of an Option, a certificate or certificates evidencing the Common
          Shares in respect of which the Option is exercised shall forthwith be delivered
          to the Optionee.  






	  	(i)  	  	Notwithstanding
the time or times specifically provided herein or in an Option           agreement for
the exercise of an Option, the Participant may elect to purchase           all or any of
the Common Shares remaining subject to such Option at any time if           a “take-over
bid” or an “issuer bid” occurs (within the           meaning of any
securities laws or other Federal, Provincial or State laws or           regulations).  







	2.4  	  	Share
Appreciation Right  






At such time as the Company’s
Common Shares are listed on Tier 1 of the TSX Venture Exchange or the TSX Exchange, a
Participant may, if determined by the Board, have the right (the “Right”), when
entitled to exercise an Option, to terminate such Option in whole or in part by notice in
writing to the Company and, in lieu of receiving Common Shares pursuant to the exercise of
the Option, shall receive instead and at no cost to the Participant that number of Common
Shares, disregarding fractions, which, when multiplied by the Fair Market Value on the day
immediately prior to the date of the exercise of the Right, have a total value equal to
the product of the number of Common Shares subject to the Option times the difference
between the Fair Market Value on the day immediately prior to the exercise of the Right
and the Option exercise price. No such share appreciation rights will exist, however,
until the Board formally approves the activation of this Right. 




	2.5  	  	Representation
by Optionees  






Each Option agreement shall provide
that upon each exercise of an Option, the Participant (including for the purposes of this
section 2.5 each other person who, pursuant to subsection 2.3(d) hereof, may
purchase Common Shares under an Option granted to an Eligible Person) shall, if so
requested by the Company, represent and agree in writing that: 



	  	(a)  	  	the
person is, or the Participant was, a director, officer, employee or           Consultant
of the Company or a director, officer, employee or Consultant of any           Subsidiary
or Associate and has not been induced to purchase the Common Shares           by
expectation of employment or continued employment;  






	  	(b)  	  	the
person is purchasing the Common Shares pursuant to the exercise of such           Option
as principal for the Participant’s own account (or if such           Participant is
deceased, for the account of the estate of such deceased           Participant) for
investment purposes, and not with a view to the distribution or           resale thereof
to the public;  






	  	(c)  	  	 the
person will, prior to and upon any sale or disposition of any of the Common
          Shares purchased pursuant to the exercise of such Option, comply with all
          applicable securities laws and any other federal, provincial or state laws or 

















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regulations
to the extent that such laws or regulations are applicable to such           sale or
disposition; and  






	  	(d)  	  	such
Participant (or such other person) will not offer, sell or deliver any of           the
Common Shares purchased pursuant to the exercise of such Option, directly or
          indirectly, in the United States or to any citizen or resident of, or any
          corporation, partnership or other entity created or organized in or under the
          laws of, the United States, or any estate or trust the income of which is
          subject to United States federal income taxation regardless of its source,
          except in compliance with United States federal and state securities laws. The
          Participant acknowledges that the Company has the right to place any
restriction           or legend on any securities issued pursuant to this agreement or
its Plan           including, but in no way limited to placing a legend to the effect
that the           securities have not been registered under the Securities Act (1933) of
the           United States and may not be offered or sold in the United States unless
          registration or an exemption from registration is available.  






The Company may employ other
procedures and require further documentation from a Participant to ensure compliance with
all applicable laws. 



The issue and sale of Common Shares
pursuant to any Option granted under the Plan is specially conditioned on such issue and
sale being made in compliance with applicable securities laws, and the Company shall have
no obligation to issue or sell any Common Shares pursuant to the exercise of any Option
unless the Board determines in its sole discretion that such issue and sale will be made
in compliance with applicable securities laws. The Company will be entitled to take such
action as its deems necessary to restrict the transferability in the United States of any
Common Shares acquired on exercise of any Option. 




	2.6  	  	Representation
by the Company  






Each Option agreement related to
stock option grants to an employee, Consultant or Management Company Employee shall
include a representation by the Company that the Participant is a bona fide employee,
Consultant or Management Company Employee of the Company or its Subsidiaries. 




	2.7  	  	Notice
to Commissions and Exchanges  






The Company will give notice to all
applicable securities commissions and other regulatory bodies in Canada and the United
States and all applicable stock exchanges and other trading facilities upon which the
Common Shares are listed or traded, as may be required, of its adoption of this Plan and
of its entering into Option agreements with Eligible Persons and the terms and conditions
for the purchase of Common Shares under such Option agreements, and will use all
reasonable efforts to obtain any requisite approvals as may be required from such bodies,
exchanges and trading facilities.