Filed by Automated Filing Services Inc. (604) 609-0244 - Stockgroup Information Systems Inc. - Exhibit 4.1







	Stockgroup
      Information Systems Inc. 	2007
      Option Plan 



	STOCKGROUP INFORMATION SYSTEMS INC. (the
      “Company”) 
	STOCK OPTION PLAN – 2007 
	3,300,000 OPTIONS 


This 2007 Stock Option Plan (the “Plan”) makes available, as of
June 1, 2007, 3,300,000 options to purchase the Company’s common shares.

	1. 	
      Definitions.

	 	 	 	 
		
      As used herein, the following definitions shall
    apply:

	 	 	 	 
		1.1 	
      "Board" shall mean the Board of Directors of the
      Company.

	 	 	 	 
		1.2 	
      "Change of Control" means a change in ownership or
      control of the Company which is approved by the TSX Venture Exchange,
      effected through any of the following transactions:

	 	 	 	 
			
      (a) the direct or indirect acquisition by any person or
      related group of persons (other than by the Company or a person that
      directly or indirectly controls, is controlled by, or is under common
      control with, the Company) of beneficial ownership (within the meaning of
      Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of
      the total combined voting power of the Company's outstanding securities
      pursuant to a tender or exchange offer made directly to the Company's
      shareholders, or other transaction, in each case which the Board does not
      recommend such shareholders to accept; or

	 	 	
       

			
      (b) a change in the composition of the Board over a
      period of 24 consecutive months or less such that a majority of the Board
      members (rounded up to the next whole number) ceases, by reason of one or
      more contested elections for Board membership, to be comprised of
      individuals who either (i) have been Board members continuously since the
      beginning of such period or (ii) have been elected or nominated for
      election as Board members during such period by at least a majority of the
      Board members described in clause (i) who were still in office at the time
      such election or nomination was approved by the Board; or

	 	 	 	 
			(c) a Corporate Transaction as defined
  below.
	 	 	 	 
		1.3 	
      "Code" shall mean the Internal Revenue Code of
      1986, as amended from time to time, and the rules and regulations
      promulgated thereunder.

	 	 	 	 
		1.4 	
      "Committee" shall mean the Committee appointed by
      the Board in accordance with Section 5 of the Plan, if one is
      appointed.

	 	 	 	 
		1.5 	
      "Company" shall mean Stockgroup Information
      Systems Inc. a Colorado corporation, and shall include any parent or
      subsidiary corporation of the Company.

	 	 	 	 
		1.6 	
      "Consultants" and "Advisors" shall include
      any third party (and/or employees or principals thereof) retained or
      engaged by the Company to provide ongoing consulting services to the
      Company pursuant to a written contract, including
any




	 
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      Information Systems Inc. 	2007
      Option Plan 



	 		
      consulting company wholly owned by such person; provided
      that such consultant: (a) possess technical, business, management, or
      legal expertise of value to the Company or an affiliate; (b) spends a
      significant amount of time and attention on the business and affairs of
      the Company; and (c) has a relationship with the Company or an affiliate
      that enables the individual to have knowledge concerning the business and
      affairs of the Company.

	 	 	 	 
	 	1.7 	
      "Corporate Transaction" means any of the following
      shareholder-approved transactions to which the Company is a
  party:

	 	 	 	 
	 		
      (a) a merger or consolidation in which the Company is not
      the surviving entity, except for a transaction the principal purpose of
      which is to change the state in which the Company is
  incorporated;

	 	 	
       

	 		
      (b) the sale, transfer or other disposition of all or
      substantially all of the assets of the Company in complete liquidation or
      dissolution of the Company; or

	 	 	
       

	 		
      (c) any reverse merger in which the Company is the
      surviving entity but in which securities possessing more than 50% of the
      total combined voting power of the Company's outstanding securities are
      transferred to a person or persons different from the persons holding
      those securities immediately prior to such merger.

	 	 	 	 
	 	1.8 	
      "Date of Grant" means the date specified by the
      Board or the Committee or a Designated Officer on which a grant of Options
      shall become effective.

	 	 	 	 
	 	1.9 	
      “Designated Officer” shall mean an Officer
      designated under section 5.2 (b) herein.

	 	 	 	 
	 	1.10 	
      "Director" shall mean a member of the
  Board.

	 	 	 	 
	 	1.11 	
      "Effective Date" shall have the meaning ascribed
      thereto in Section 7.

	 	 	 	 
	 	1.12 	
      "Employee" shall mean any employee or Officer of
      the Company. For purposes of Section 8 hereof, the term “Employee” shall
      also include Directors, Consultants and Advisors.

	 	 	 	 
	 	1.13 	
      "Exchange Act" shall mean the Securities Exchange
      Act of 1934, as amended.

	 	 	 	 
	 	1.14 	
      "Fair Market Value” per share shall
mean:

	 	 	 	 
	 		
      (a) If the Shares is listed on any established stock
      exchange or a national market system, including without limitation the
      Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
      Market, its Fair Market Value shall be the closing sales price for such
      stock (or the closing bid, if no sales were reported) as quoted on such
      exchange or system, on the date of determination or, if the date of
      determination is not a trading day, the immediately preceding trading day,
      as reported in The Wall Street Journal or such other source as the
      Designated Officer deems reliable;




	 
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      Information Systems Inc. 	2007
      Option Plan 



	 		
      (b) If the Shares is regularly quoted by a recognized
      securities dealer but selling prices are not reported, the Fair Market
      Value of a Share of Common Stock shall be the mean between the high bid
      and low asked prices for the Common Stock on the date of determination or,
      if there are no quoted prices on the date of determination, on the last
      day on which there are quoted prices prior to the date of determination,
      as reported in The Wall Street Journal or such other source as the
      Designated Officer deems reliable; or

	 	 	 	 
	 		
      (c) In the absence of an established market for the
      Shares, the Fair Market Value shall be determined in good faith by the
      Designated Officer.

	 	 	 	 
	 	1.15 	
      "Agreement" shall mean the written agreement
      between the Company and the Participant relating to Options or Restricted
      Shares granted under the Plan.

	 	 	 	 
	 	1.16 	
      "Officer" shall mean any officer of the
      Company.

	 	 	 	 
	 	1.17 	
      "Non-qualified Stock Option" means an Option that
      is not intended to qualify as a  Tax-Qualified Option (as defined in
      the Code).

	 			
	 	1.18 	
      "Option" means the right to purchase Shares from
      the Company upon the exercise of a Non-qualified Stock Option granted
      pursuant to Section 8 of this Plan.

	 	 	 	 
	 	1.19 	
      "Option Price" means the purchase price payable
      upon the exercise of an Option.

	 	 	 	 
	 	1.20 	
      "Optioned Stock" shall mean the Shares subject to
      an Option.

	 	 	 	 
	 	1.21 	
      "Option Term" shall have the meaning ascribed to
      it in Section 8.3.

	 	 	 	 
	 	1.22 	
      "Optionee" shall mean an Employee, Officer,
      Director, Consultant or Advisor of the Company who has been granted one or
      more Options.

	 	 	 	 
	 	1.23 	
      "Parent" shall mean a "parent corporation,"
      whether now or hereafter existing, as defined in Section 424(e) of the
      Code.

	 	 	 	 
	 	1.24 	
      "Participant" means a person who is selected by
      the Board or the Committee or a Designated Officer to receive benefits
      under this Plan and (i) is at that time an Employee, Officer, Director, or
      a Consultant or Advisor, to the Company, or (ii) has agreed to commence
      serving in any such capacity.

	 	 	 	 
	 	1.25 	
      "Plan" shall mean this 2007 Stock Option Plan, as
      amended from time to time in accordance with the terms hereof.

	 	 	 	 
	 	1.26 	
      "Restricted Shares" means Common Shares granted or
      sold pursuant to section 8 of this Plan as to which neither the
      substantial risk of forfeiture nor the restrictions on transfer referred
      to in Section 8 hereof has expired.

	 	 	 	 
	 	1.27 	
      "Rule 16b-3" means Rule 16b-3, as promulgated and
      amended from time to time by the Securities and Exchange Commission under
      the Exchange Act, or any successor rule to the same
  effect.




	 
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      Information Systems Inc. 	2007
      Option Plan 



		
      1.28 
	
      "Shares" shall mean (i) shares of the Common
      Stock, no par value, of the Company described in the Company's Articles of
      Incorporation, as amended, and (ii) any security into which Common Shares
      may be converted by reason of any transaction or event of the type
      referred to in Section 9 of this Plan, in each case as the same may be
      adjusted pursuant to Section 9 of this Plan.

	 	 	
       

		
      1.29 
	
      "Subsidiary" shall mean a "subsidiary
      corporation," whether now or hereafter existing, as defined in Section
      424(f) of the Code.

	 	 	
       

		
      1.30 
	
      "Tax Date" shall mean the date an Optionee is
      required to pay the Company an amount with respect to tax withholding
      obligations in connection with the exercise of an Option.

	 	 	
       

		
      1.31 
	
      "Termination Date" shall have the meaning ascribed
      thereto in Section 12.

	 	 	 
	2. 	
      Purposes of the Plan.

	 	 	 
		
      The purposes of this Plan are the following:

	 	 	 
		(i) 	
      To attract and retain the best available personnel for
      positions of responsibility within the Company;

	 	 	 
		(ii) 	
      to provide additional incentives to Employees, Officers,
      Directors and Consultants of the Company;

	 	 	 
		(iii) 	
      provide Employees, Directors and Consultants of the
      Company with an opportunity to acquire a proprietary interest in the
      Company to encourage their continued provision of services to the
      Company;

	 	 	 
		(iv) 	
      to provide such persons with incentives and rewards for
      superior performance more directly linked to the profitability of the
      Company's business and increases in shareholder value; and

	 	 	 
		(v) 	
      aligning the interests of such persons with the interests
      of the Company’s shareholders generally.



Incentive benefits granted hereunder are Non-qualified Stock
Options or Restricted Shares, as those terms are hereinafter defined. The
Options granted shall be reflected in the terms of a written Agreement. No
Option granted hereunder shall be effective until an Agreement with respect to
such Option is executed by both the Company and the Participant. Execution of
the Agreement shall not effect the Grant Date. 

	3. 	The Plan 


The Plan is not effective until all approvals of the Plan
pursuant to Section 14.8 hereof are obtained. 

	4. 	Shares Subject to the Plan.
  


Subject to the provisions of Section 9 of the Plan, the maximum
aggregate number of Shares which may be optioned and sold or otherwise awarded
under the Plan is Three Million Three Hundred Thousand (3,300,000) Shares. Any
Shares available for grants and awards at the end of any calendar year shall be
carried over and shall be available for grants and awards in the subsequent
calendar year. 

	 
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      Information Systems Inc. 	2007
      Option Plan 


For the purposes of this Section 4: 

	 	(a) 	
      Upon expiration or cancellation of any award granted
      under this Plan, any Shares that were covered by such award shall again be
      available for issuance or transfer hereunder.

	 	 	 
	 	(b) 	
      Shares covered by any award granted under this Plan shall
      be deemed to have been issued, and shall cease to be available for future
      issuance in respect of any other award granted hereunder, at the earlier
      of the time when they are actually issued or the time when dividends or
      dividend equivalents are paid thereon.




	5. 	
      Administration of the Plan. 

	 	 
	 	5.1 	 Procedure.


(a) The Board shall administer the
Plan; provided, however, that the Board may appoint a Committee consisting
solely of two (2) or more "Non-Employee Directors" to administer the Plan on
behalf of the Board, in accordance with Rule 16b-3. 

(b) Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause), appoint new members in
substitution therefor, and fill vacancies however caused; provided, however,
that at no time may any person serve on the Committee if that person's
membership would cause the committee not to satisfy the requirements of Rule
16b-3. 

(c) A majority of the Committee shall
constitute a quorum, and the acts of the members of the Committee who are
present at any meeting thereof at which a quorum is present, or acts unanimously
approved by the members of the Committee in writing, shall be the acts of the
Committee. 

(d) Any reference herein to the Board
shall, where appropriate, encompass a Committee appointed to administer the Plan
in accordance with this Section 5. 

	 	5.2 	Power of the Board or the Committee or a
      Designated Officer 


(a) Subject to the provisions of the
Plan and subject to any applicable stock exchange, where required, the Board,
the Committee or a Designated Officer shall have the authority, in its
discretion: 

(i) to grant Options or shares to
Participants; 
(ii) to determine, upon review of relevant information and in
accordance with Section 1.14 of the Plan, the Fair Market Value of the Shares;

(iii) to determine the Option price per share of Options to be granted,
which Option Price shall be determined in accordance with Section 8.4 of the
Plan; 
(iv) to determine the number of Shares to be represented by each
Option; 
(v) to determine the Participants to whom, and the time or times at
which, Options or shares shall be granted; 
(vi) to interpret the Plan;

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

	 
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      Information Systems Inc. 	2007
      Option Plan 


(viii) to determine the terms and
provisions of each Option granted (which need not be identical) and, with the
consent of the Optionee thereof, modify or amend such Option; 
(ix) to
accelerate or defer (with the consent of the Optionee) the exercise date of any
Option; 
(x) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previously granted by
the Board; 
(xi) to accept or reject the election made by an Optionee
pursuant to Section 8.7 of the Plan; 
(xii) to impose such additional
conditions, as it deems advisable, as to the vesting and exercise of any Options
granted pursuant to the Plan, including, but not limited to performance
criteria; and 
(xiii) to make all other determinations deemed necessary or
advisable for the administration of the Plan. 

(b) The Board or a Committee may
delegate to an Officer of the Company the authority to make decisions pursuant
to this Plan, provided that no such delegation may be made that would cause any
award or other transaction under the Plan to cease to be exempt from Section
16(b) of the Exchange Act. A Committee may authorize any one or more of its
members or any Officer of the Company to execute and deliver documents on behalf
of the Committee. 

	 	5.3 	Effect of Board or Committee or Designated
      Officer Decisions. 


All decisions and determinations and
the interpretation and construction by the Board or the Committee or a
Designated Officer of any provision of this Plan or any agreement, notification
or document evidencing the grant of Options and any determination by the Board
or the Committee or a Designated Officer pursuant to any provision of this Plan
or any such agreement, notification or document, shall be final, binding and
conclusive with respect to all Participants and/or Optionees and any other
holders of any Option granted under the Plan. No member of the Board or the
Committee or a Designated Officer shall be liable for any such action taken or
determination made in good faith. 

	6. 	Eligibility. 



	 	6.1 	
      Consistent with the Plan's purposes, Options or Shares
      may be granted only to such Directors, Officers, Employees, Consultants
      and Advisors of the Company as determined by the Board or the Committee or
      a Designated Officer. Subject to the terms of the Plan, a Director,
      Officer, Employee, Consultant or Advisor who has been granted an Option or
      Shares may, if he or she is otherwise eligible, be granted an additional
      Option or Shares. It is required under the Plan that where Options are
      granted to Directors, Officers, Employees, Consultants and Advisors of the
      Company, the Company represents that the Optionee is a bona fide Director,
      Officer, Employee, Consultant or Advisor as the case may be. 

	 	  	
       

	 	6.2 	
      At no time, however, may Options under the Plan, together
      with all of the Company’s previously established or proposed share
      compensation arrangements, result, at any time, in: 

	 	  	
       

	 	(a) 	
       more than 5% of the outstanding shares of common
      stock of the Company being granted to any one Participant in any 12 month
      period (unless the 




	 
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      Information Systems Inc. 	2007
      Option Plan 



		
       
	Company is classified as a Tier 1 Issuer, in accordance
      with the TSX Venture Exchange Corporate Finance Manual, and has obtained
      disinterested shareholder approval);
	 	 	 
		(b) 	
      more than 2% of the outstanding shares of common stock of
      the Company being granted to any one Consultant in any 12 month period;
      or

	 	 	 
		(c) 	
      more than an aggregate of 2% of the outstanding shares of
      the common stock of the Company being granted to all employees conducting
      investor relations activities, in any 12 month period.

	 	 	 
		6.3 	
      The Plan shall not confer upon any Optionee any right with
        respect to continuation of employment or consulting relationship with
        the Company, nor shall it interfere in any way with his or her right or
        the Company’s right to terminate his or her employment or consulting
        relationship at any time, with or without cause.

	 	 	 
	7. 	
      Board Approval; Effective
Date.



Pursuant to Section 3 hereof, the Plan shall take effect on
June 1, 2007 (the "Effective Date"). No Option may be granted after the
Termination Date as hereinafter defined. 

	8. 	Options or Shares. 


The Board or the Committee or a Designated Officer may from
time to time authorize grants to Participants of Options to purchase Shares, or
the grant of shares upon such terms and conditions as the Board or the Committee
or a Designated Officer may determine in accordance with the following
provisions: 

	 	8.1 	Options or Shares to be Granted; Terms.
  


(a) Options granted pursuant to this
Section 8 would be Non-qualified Stock Options. The Board or the Committee or a
Designated Officer shall determine the specific terms of Options. 

(b) Each grant shall specify the period
or periods of continuous employment, or continuous engagement of the consulting
or advisory services, of the Optionee by the Company or any Subsidiary, or such
other conditions as the Board or the Committee or a Designated Officer may
provide, that are necessary before the Options or installments thereof shall
become exercisable. 

(c) All Options issued under the Plan
shall vest over a period of at least three years and not greater than
thirty-four percent (34%) of the Options may vest in any one year. 

(d) All Options issued under the Plan
are non-transferable and non-assignable. 

(e) The number of Shares reserved for
issuance under the Plan granted to Insiders shall not exceed 10% of the issued
shares of the Company. 

(f) All Options granted to Insiders,
within a 12 month period, shall not exceed 10% of the issued shares of the
Company. 

	 
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      Information Systems Inc. 	2007
      Option Plan 



	 	8.2 	Number of Shares Subject to Options.
  


Each grant shall specify the number of
Shares to which it pertains. Subject to Section 6, successive grants may be made
to the same Optionee regardless of whether any Options previously granted to the
Optionee remain unexercised.

	 	8.3 	Term of Option; Earlier Termination.
  


Subject to further provisions of this
Section 8, unless otherwise provided in the Agreement, the term (the "Option
Term") of each Option shall be five (5) years from the Date of Grant, provided
that no grant shall be effective until the Company and the Participant have
executed and delivered an Agreement. In no case shall the Option Term exceed
five (5) years unless the Options expire during a Company imposed black-out
period. If an Optionee’s Options terminate due to the expiration of the Option
Term, during a Company imposed black-out period, the Directors of the Company,
by a majority vote, may, at their discretion, extend the Option Term. 

	 	8.4 	Exercise Price. 


Each grant shall specify an Option
Price per Share for the Shares to be issued pursuant to exercise of an Option,
which shall be determined by the Board or the Committee or a Designated Officer;
provided, however, that any such exercise price shall not be less than that,
from time to time, permitted under the rules and policies of any exchange or
over-the-counter market which is applicable to the Company. In the case of
options granted to consultants, the exercise price shall be no less than the
Fair Market Value per share on the Date of Grant. Any reduction in exercise
price for the Option of an Insider of the Company will be subject to
disinterested shareholder approval. 

	 	8.5 	Payment for Shares. 


The Option Price of an exercised Option
and any taxes attributable to the delivery of Shares under the Plan or portion
thereof, shall be paid in cash in the form of United States currency or check or
other cash equivalent acceptable to the Company. 

	 	8.6 	Rights as a Stockholder. 


Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of an Option.


	 	8.7 	Exercise of Option. 
	 	 	 
	 	(a) 	Procedure for Exercise.
  


     (i) Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Board or the Committee or a Designated Officer,
including performance criteria with respect to the Company and/or the Optionee,
and as shall be permissible under the terms of the Plan. Unless otherwise
determined by the Board or the Committee or a Designated Officer at the time of
grant, an Option may be exercised in whole or in part.

	 
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      Information Systems Inc. 	2007
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     (ii) An
Option shall be deemed to be exercised when written notice of such exercise has
been given to the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the Shares with
respect to which the Option is exercised has been received by the Company. Full
payment may, as authorized by the Board or the Committee or a Designated
Officer, consist of any consideration and method of payment allowable under
Section 8.5 of the Plan. 

     (iii)
Exercise of an Option in any manner shall result in a decrease in the number of
Shares which thereafter may be available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised. 

(b) Termination of Status as an
Employee, Director, Officer, Consultant or Advisor. Unless
otherwise provided in an Agreement, if an Employee's employment by the Company
is terminated, except if such termination is voluntary or occurs due to
retirement with the consent of the Board or the Committee or a Designated
Officer or due to death or disability, then the Option, to the extent not
exercised, shall terminate on the date on which the Employee receives notice
that the Employee's employment by the Company is terminated. In no case shall
options issued to a Director, Officer, Employee, Consultant or Advisor be
exercisable for more than sixty (60) calendar days after the Optionee ceases to
be in one of those categories. If an Employee's termination is voluntary or
occurs due to retirement with the consent of the Board or the Committee or a
Designated Officer, then the Employee may after the date such Employee ceases to
be an employee of the Company, exercise his or her Option at any time within
sixty (60) calendar days after the date he or she ceases to be an Employee of
the Company, but only to the extent that he was entitled to exercise it on the
date of such termination. To the extent that the Employee was not entitled to
exercise the Option at the date of such termination, or if the Employee does not
exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate. Options granted to an Optionee who
is engaged in Investor Relations Activities shall expire within thirty (30) days
after the Optionee ceases to be employed to provide investor relations
activities. 

(c) Death. Unless
otherwise provided in the Agreement, if an Optionee dies during the term of the
Option and is at the time of his death an Employee, the Option may be exercised
at any time within twelve (12) months following the date of death by the
Optionee's executor or other legal representative or by a person who acquired
the right to exercise the Option by bequest or inheritance, but only to the
extent that the Optionee was entitled to exercise the Option on the date of
death, or if the Optionee's estate, or person who acquired the right to exercise
the Option by bequest or inheritance, does not exercise such Option (which he
was entitled to exercise) within the time specified herein, the Option shall
terminate. 

(d) Disability of
Optionee. In the event of termination of an Optionee’s consulting
relationship or continuous status as an Employee as a result of his or her
disability, an Optionee may, but only within twelve (12) months from the date of
such termination (and in no event later than the expiration date of the term of
such Option as set forth in the Option Agreement), exercise the Option to the
extent otherwise entitled to exercise it at the date of such termination. To the
extent that an Optionee is not entitled to exercise the Option at the date of
termination, or if an Optionee does not exercise such Option to the 

	 
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      Information Systems Inc. 	2007
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extent so entitled within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

(e) Leave of
Absence. Excluding an approved maternity or paternity leave, in
the event of a management approved leave of absence, any unvested Options shall
cease to vest and shall not be exercisable as if you were an active employee of
the Company, subject to the terms of this Plan. If you return to active status,
your Options will continue to vest and be exercisable in accordance with their
terms. If you do not return to active status within 30 calendar days, your
unvested Options will be canceled immediately and your vested Options will be
canceled on the 31st day following your last day of active employment.

(f) Rule 16b-3. Options
granted to persons subject to Section 16(b) of the Exchange Act must comply with
Rule 16b-3 and shall contain such additional conditions or restrictions as may
be required thereunder to qualify for the maximum exemption from Section 16 of
the Exchange Act with respect to Plan transactions.

(g) Buyout
Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

	 	8.8 	Agreement. 


Each grant of an Option or Restricted
Share award shall be evidenced by an Agreement, which shall be executed on
behalf of the Company by any Officer thereof and delivered to and accepted by
the Optionee and shall contain such terms and provisions as the Board or the
Committee or a Designated Officer may determine consistent with this Plan. 

	9. 	Adjustments Upon Changes in Capitalization
      or Merger. 


Subject to any required action by the stockholders of the
Company, the number of Shares covered by each outstanding Option, and the number
of Shares which have been authorized for issuance under the Plan but as to which
no Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as Shares covered by each such
outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Shares, or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board or the Committee or a Designated Officer, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof, shall be made with respect to the number of Shares
subject to an Option or the Option Price thereof. 

In the event of the proposed dissolution or liquidation of the
Company, and subject to TSX Venture Exchange approval as required, all Options
will terminate immediately prior to the 

	 
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consummation of such proposed action unless otherwise provided
by the Board. The Board may, in the exercise of its sole discretion in such
instances, declare that any Option shall terminate as of a date fixed by the
Board and give each holder the right to exercise his or her Option as to all or
any part thereof, including Shares as to which the Option would not otherwise be
exercisable. In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into another
corporation, the Option shall be assumed or an equivalent Option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that the holder shall
have the right to exercise the Option as to all of the Shares, including Shares
as to which the Option would not otherwise be exercisable. If the Board makes an
Option exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the holder that the Option
shall be fully exercisable for a period of sixty (60) days from the date of such
notice (but not later than the expiration of the term of the Option), and the
Option will terminate upon the expiration of such period. 

	10. 	Transferability. 


Except to the extent otherwise expressly provided in the Plan,
the right to acquire Shares or other assets under the Plan may not be assigned,
encumbered or otherwise transferred by an Optionee and any attempt by an
Optionee to do so will be null and void. No Option granted under this Plan may
be transferred by an Optionee except by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, as amended,
or the rules thereunder or equivalent laws of the Optionees jurisdiction of
residence. Options granted under this Plan may not be exercised during a
Participant's lifetime except by the Optionee or, in the event of the Optionee’s
legal incapacity, by his or her guardian or legal representative acting in a
fiduciary capacity on behalf of the Participant under applicable law and court
supervision. 

	11. 	Time of Granting of Options.
  


The Date of Grant of an Option shall, for all purposes, be the
date on which the Board or the Committee or a Designated Officer makes the
determination granting such Option. Notice of the determination shall be given
to each Participant to whom an Option is so granted within a reasonable time
after the date of such grant. The date the Optionee executes the Agreement shall
have no effect on the Grant Date. 

	12. 	
      Amendment and Termination of the Plan.

	 	 	 
		12.1 	
      The Board may amend Plan from time to time in such
      respects as the Board may deem advisable or otherwise terminate the
      Plan.

	 	 	 
		12.2 	
      Any such amendment or termination of the Plan shall not
      affect Options already granted and such Options shall remain in full force
      and effect as if this Plan had not been amended or terminated, unless
      mutually agreed otherwise between the Optionee and the Board or the
      Committee or a Designated Officer, which agreement must be in writing and
      signed by the Optionee and the Company.

	 	 	 
		12.3 	
      Notwithstanding the foregoing, this Plan shall terminate
      upon the earlier of the date on which all awards available for issuance in
      the last year of the Plan shall have been issued and fully exercised (the
      “Termination Date”). Upon termination




	 
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      Information Systems Inc. 	2007
      Option Plan 


of the Plan, no further Options may be
granted pursuant to the Plan, but all Options granted prior thereto and still
outstanding on such date shall thereafter continue to have force and effect in
accordance with the provisions of the Agreements evidencing such Options. 

	13. 	Withholding Taxes. 


The Company is authorized to withhold income taxes as required
under applicable laws or regulations. To the extent that the Company is required
to withhold any amounts due to federal, state, local or foreign laws and/or
regulations in connection with any payment made or benefit realized by an
Optionee or other person under this Plan, and the amounts available to the
Company for the withholding are insufficient, it shall be a condition to the
receipt of any such payment or the realization of any such benefit that the
Optionee or such other person make arrangements satisfactory to the Company for
payment of the balance of any taxes or other amounts required to be withheld. At
the discretion of the Board or the Committee or a Designated Officer, any such
arrangements may without limitation include relinquishment of a portion of any
such payment or benefit or the surrender of outstanding Shares. The Company and
any Optionee or such other person may also make similar arrangements with
respect to the payment of any taxes with respect to which withholding is not
required. 

	14. 	Miscellaneous Provisions.




	 	14.1 	Plan Expense. 


Any expenses of administering this Plan
shall be borne by the Company. 

	 	14.2 	Construction of Plan.



The place of administration of the Plan
shall be in Vancouver, British Columbia or such other cities as the Board of
Directors may designate, and the validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined in accordance with the laws of
the Province of British Columbia and the laws of Canada applicable therein
without regard to conflict of law principles and, where applicable, in
accordance with the Code. 

	 	14.3 	Other Compensation. 


The Board or the Committee or a
Designated Officer may condition the grant of any award or combination of awards
authorized under this Plan on the surrender or deferral by the Participant of
his or her right to receive a cash bonus or other compensation otherwise payable
by the Company or a Subsidiary to the Participant. 

	 	14.4 	Continuation of Employment or Services.
    


This Plan shall not confer upon any
Participant any right with respect to continuance of employment or other service
with the Company or any Subsidiary and shall not interfere in any way with any
right that the Company or any Subsidiary would otherwise have to terminate any
Participant’s employment or other service at any time. Nothing contained in the
Plan shall prevent the Company or any Subsidiary from adopting other or
additional compensation arrangements for its Employees. 

	 
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      Option Plan 



	 	14.5 	
      Certain Terminations of Employment or Consulting
      Services, Hardship and Approved Leaves of
  Absence.



Notwithstanding any other provision of
this Plan to the contrary, and subject to TSX Venture Exchange Approval, in the
event of termination of employment or consulting services by reason of death,
disability, normal retirement, early retirement with the consent of the Company,
termination of employment or consulting services to enter public or military
service with the consent of the Company or leave of absence approved by the
Company, or in the event of hardship or other special circumstances, of an
Optionee who holds an Option that is not immediately and fully exercisable, the
Board or the Committee or a Designated Officer may take any action that it deems
to be equitable under the circumstances or in the best interest of the Company,
including without limitation waiving or modifying any limitation or requirement
with respect to any award under this Plan. 

	 	14.6 	Binding Effect. 


The provisions of the Plan and the
applicable Agreements shall inure to the benefit of, and be binding upon, the
Company and its successors or assigns, and the Participants, their legal
representatives, their heirs or legacies and their permitted assignees. 

	 	14.7 	Exchange Act Compliance.



With respect to persons subject to
Section 16 of the Exchange Act, transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provisions of the Plan or action by the Board or
the Committee or a Designated Officer fails to so comply, they shall be deemed
null and void, to the extent permitted by law and deemed advisable by the Board
or the Committee or a Designated Officer. 

	 	14.8 	Conditions upon Issuance of Shares.
  


(a) Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, the
British Columbia Securities Act, applicable securities legislation in any other
jurisdiction, and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance. 

(b) As a condition to the exercise of
an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased or otherwise acquired only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company such a representation is required by any of the aforementioned
relevant provisions of law. 

(c) Inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the 

	 
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      Information Systems Inc. 	2007
      Option Plan 


lawful issuance and sale of any Share
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained. 

	 	14.9 	Fractional Shares. 


The Company shall not be required to
issue any fractional Shares pursuant to this Plan. The Board or the Committee or
a Designated Officer may provide for the elimination of fractions or for the
settlement thereof in cash. 

	 	14.10 	Reservation of Shares.



The Company will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. 

	 	14.11 	Indemnification. 


In addition to such other rights of
indemnification as they may have as members of the Board, the members of the
Board and of the Committee and any Designated Officer shall be indemnified by
the Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them may
be party by reason of any action taken or failure to act under or in connection
with the Plan or any Option, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except a judgment based upon a finding of bad
faith; provided that upon the institution of any such action, suit or proceeding
a Board member or Committee member or a Designated Officer shall, in writing,
give the Company notice thereof and an opportunity, at its own expense, to
handle and defend the same before such Board member or Committee member or a
Designated Officer undertakes to handle and defend it on his own behalf. 

	 	14.12 	Use of Proceeds. 


Any cash proceeds received by the
Company from the sale of Shares under the Plan shall be used for general
corporate purposes. 

	 	14.13 	Regulatory Approvals.



(a) The implementation of the Plan, the
granting of any awards under the Plan and the issuance of any Shares shall be
subject to the Company's procurement of all approvals and permits required by
regulatory authorities having jurisdiction over the Plan, the awards granted
under it and the Shares issued pursuant to it. 

(b) No Shares or other assets shall be
issued or delivered under this Plan unless and until there shall have been
compliance with all applicable requirements of federal, provincial and
applicable foreign securities laws,

	 	14.14 	Other Tax Matters. 


Reference herein to the Code and any
described tax consequences related to the Plan or the granting or exercise of an
award hereunder pertain only to those persons (including 

	 
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      Information Systems Inc. 	2007
      Option Plan 


the Company) subject to the tax laws of
the United States of America and Canada or any state, province or territory
thereof. 

	 
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