Filed by Automated Filing Services Inc. (604) 609-0244 - Kimber Resources Inc. - Exhibit 4.m






20F ITEM 19 Exhibit 4.m 

 Schedule "A" 

  Kimber Resources Inc. 


2002 STOCK OPTION PLAN 

 Dated for Reference March 28, 2002 

  As Amended By Shareholder Resolutions Passed December 10, 2003 

ARTICLE 1 

PURPOSE AND INTERPRETATION 


Purpose

	
1.1      		 The purpose of the Kimber Resources Inc. 2002 Stock
        Option Plan (the "Plan") is to promote the profitability and growth of
        Kimber Resources Inc. (the "Company") by facilitating the efforts of
        the Company and its Affiliates, if any, to attract and retain Employees
        and others engaged to provide ongoing services to the Company and its
        Affiliates. The Plan provides an incentive for and encourages ownership
        of the Company's shares by Directors, Officers, Employees, Consultants
        and others engaged to provide ongoing services to the Company and its
        Affiliates and to provide an inducement for them to make a maximum contribution
        to the Company's success and benefit from increases in the value of the
        Company's shares. 




Proposed IPO and Application for Listing

	 1.2      	 While the Company is, as of the date hereof, a privately
        held company, this Plan has been prepared in anticipation of the Company's
        proposed initial public offering and application for listing of its Common
        Shares on the Canadian Venture Exchange or another stock exchange. There
        is no assurance that such initial public offering will be effected or
        that the Company will be successful in obtaining a listing of the Common
        Shares on any stock exchange. 



 Definitions

	1.3	 In the Plan: 

       Affiliate has the meaning assigned thereto in
        the Securities Act; 

      Associate has the meaning assigned thereto in
        the Securities Act; 

      Board means the board of directors of the Company;
      

       Change of Control means the acquisition by any
        Person or by any Person and any other Person acting jointly or in concert
        with the first-mentioned Person, whether directly or indirectly, of Voting
        Securities of the Company which, when added to all other Voting Securities
        of the Company at the time held by such Person or Persons totals for the
        first time not less than 35% of the then outstanding Voting Securities
        of the Company; 

       Common Shares means common shares in the capital
        of the Company; 













 2


  Company means Kimber Resources Inc.; 

  Consultant means, in relation to the Company, an individual (or a
    company wholly-owned by individuals) who: 



	 	 	 (a)      	 provides ongoing consulting services to the Company
        or an Affiliate of the Company under a written contract; 

	 
	 	 	 (b)      	 possesses technical, business or management expertise
        of value to the Company or an Affiliate of the Company; 

	 
	 	 	 (c)      	 spends a significant amount of time and attention
        on the business and affairs of the Company or an Affiliate of the Company;
        and 

	 
	 	 	 (d)      	 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. 



	 	 
	 	Date of Grant means,
        in respect of any Option, the date on which such Option is granted by
        the Board as evidenced by a Board resolution; 

       Director means a director of the Company or any
        Affiliate of the Company;

       Effective Date means the date on which this Plan
        takes effect, namely the date on which the Company closes its initial
        public offering and its Common Shares are listed for trading on the Canadian
        Venture Exchange or another stock exchange, and if such events do not
        occur on the same date, the later of the two dates; 

       Employee means: 

	 	 	 	 
	 	 	 (a)      	 an individual who is considered an employee under
        the Income Tax Act (Canada) (i.e., for whom income tax, employment insurance
        and CPP deductions must be made at source); 

	 
	 	 	 (b)      	 an individual who works full-time for the Company
        or an Affiliate of the Company providing services normally provided by
        an employee and who is subject to the same control and direction by the
        Company or an Affiliate of the Company over the details and methods of
        work as an employee of the Company or an Affiliate of the Company, but
        for whom income tax deductions are not made at source; or 

	 
	 	 	 (c)      	 an individual who works for the Company or an Affiliate
        of the Company on a continuing and regular basis for a minimum amount
        of time per week providing services normally provided by an employee and
        who is subject to the same control and direction by the Company or an
        Affiliate of the Company over the details and methods of work as an employee
        of the Company or an Affiliate of the Company, but for whom income tax
        deductions are not made at source; 












 3


  Expiry Date means the day on which an Option lapses
    as specified in the Option Agreement therefor; 

   Insider means an insider as defined in the Securities
    Act;

   Investor Relations Activities means any activities
    or oral or written communications, by or on behalf of the Company or shareholder
    of the Company, that promote or reasonably could be expected to promote the
    purchase or sale of securities of the Company, excluding certain activities
    as more particularly set out in the Canadian Venture Exchange's definition
    of "Investor Relations Activities" in its Policy 1.1; 

   Management Company Employee means an individual employed
    by a Person providing management services to the Company or an Affiliate of
    the Company which are required for the ongoing successful operation of the
    business enterprise of the Company or an Affiliate of the Company, but excluding
    a Person engaged in Investor Relations Activities; 

   Officer means an officer of the Company or of an
    Affiliate of the Company appointed as such at any time and from time to time
    by the Board or by the board of directors of the Affiliate of the Company,
    as the case may be; 

   Option means the right to purchase Common Shares
    granted hereunder;

   Option Agreement means the agreement between the
    Company and a Service Provider containing the grant of an Option; 

   Optioned Shares means Common Shares subject to any
    Option;

   Optionee means a Person to whom any Option is granted
    by the Company under the Plan; 

   Outstanding Issue at any time means the number of
    Common Shares outstanding at that time on a non-diluted basis; 

   Person means an individual or a corporation, incorporated
    association or organization, body corporate, partnership, trust, association
    or other entity other than an individual; 

   Plan means this Kimber Resources Inc. 2002 Stock
    Option Plan;

   Regulatory Approval means the approval of any stock
    exchange or securities regulatory agency that may have jurisdiction over the
    Common Shares in the circumstances; 

   Reserved for Issuance refers to unissued Common Shares
    that may be issued in the future upon the exercise of Options granted hereunder;
  

   Securities Act means the Securities Act, R.S.B.C.
    1996, c. 418, as amended from time to time; 

   Service Provider means any Director, Employee, Management
    Company Employee, Consultant or Officer; 








 4


  Share Compensation Arrangement means the Plan described
    herein and any other stock option, stock option plan, employee stock purchase
    plan or any other compensation or incentive mechanism involving the issuance
    or potential issuance of shares to one or more Service Providers, including
    a share purchase from treasury which is financially assisted by the Company
    by way of a loan, guarantee or otherwise; 

   Subscription Price means, in respect of any Option,
    the amount payable per Common Share on the exercise of such Option, as determined
    in accordance with section 3.2; 

   Take Over Bid has the meaning assigned thereto in
    the Securities Act, but excludes an exempt take over bid pursuant to section
    98 of the Securities Act; 

   Voting Security has the meaning assigned thereto
    in the Securities Act.


  ARTICLE 2 

  ESTABLISHMENT OF THIS PLAN AND NUMBER OF OPTIONED
  SHARES AVAILABLE UNDER THIS PLAN


Establishment of 2002 Stock Option Plan 

	
2.1      		
This Plan, called the 2002 Stock Option Plan, is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing relationship with the Company and its Affiliates.	



Number of Optioned Shares Available under this Plan

	 2.2      	 As of the Effective Date, the total number
        of Optioned Shares available for issue under this Plan upon the exercise
        of Options granted hereunder is: 

	 
	 	(a)	 5,294,613 Optioned Shares (being 20% of the Outstanding
        Issue at 4:30 pm on January 12, 2004) minus 

	 
	 	 (b)      	 the number of Common Shares in respect of which
        options remain outstanding under any existing option agreements in effect
        as of the Effective Date, provided that if and to the extent any such
        option granted under any existing option agreement expires or is cancelled
        or terminated after the Effective Date of this Plan without having been
        exercised in whole or in part, the number of Common Shares in respect
        of which any such option so expired or is cancelled or terminated shall
        be considered to be part of the pool of Common Shares available for Optioned
        Shares under this Plan and shall not be deducted from the maximum set
        out in paragraph (a); 

	 
	 	 and the President of the Company is hereby
        authorized to fill in the blank left in paragraph (a) following closing
        of the Company's initial public offering, such completion to be accompanied
        by the President's initials in the margin beside paragraph (a). 

	 









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Eligibility 

	
2.3      		 Options to purchase unissued Common Shares may be
        granted hereunder to any Person who is a Service Provider. Any Person
        who receives an Option hereunder who subsequently ceases to hold the position
        in which he received such Option shall continue to be eligible to hold
        such Option as an Optionee as long as he otherwise falls within the definition
        of "Service Provider". 




Incorporation of Terms of Stock Option Plan

	
2.4      		 Subject to specific variations approved by the Board
        in respect of any Option, such variations not to be inconsistent with
        the provisions of this Plan, all terms and conditions set out herein will
        be incorporated by reference into and form part of any Option granted
        hereunder. 




Limitations on Grant of Options

	 2.5      	 The number of Common Shares Reserved for Issuance
        to any one individual under this Plan at the time of granting shall in
        no event exceed 5% of the then Outstanding Issue. 

	 
	 2.6      	 An individual can receive grants of Options of no
        more than 5% of the Outstanding Issue on a yearly basis. 

	 
	 2.7      	 The aggregate number of Options granted to Consultants
        shall not exceed 2% of the Outstanding Issue at the time of the granting.
      

	 
	 2.8      	 The aggregate number of Options granted to Persons
        employed in Investor Relations Activities shall not exceed 2% of the Outstanding
        Issue at the time of granting unless any stock exchange having jurisdiction
        permits otherwise. 




Shares Not Acquired

	
2.9      		 If and to the extent any Option granted under this
        Plan expires or is cancelled or terminated without having been exercised
        in whole or in part, the number of Optioned Shares in respect of which
        any such Option so expired or was cancelled or terminated shall be considered
        to be part of the pool of Common Shares available for Optioned Shares
        hereunder and may be made the subject of a further Option or Options pursuant
        to the provisions of this Plan. 




Administration of the Plan and Powers of the Board

	 2.10      	 The Board will be responsible for the
        general administration of the Plan and the proper execution of its provisions,
        the interpretation of the Plan and the determination of all questions
        arising hereunder and any such interpretation or determination made by
        the Board shall be final, binding and conclusive for all purposes. Without
        limiting the generality of the foregoing, the Board has the power to:
      

	 
	 	(a)	 allot Common Shares for issuance in connection with
        Options granted under the Plan; 

	 
	 	 (b)      	 grant Options hereunder; 

	 
	 	 (c)      	 subject to Regulatory Approval, amend, suspend,
        terminate or discontinue the Plan, or revoke or alter any action taken
        in connection therewith, except that no 

	 









 6

	 	amendment or suspension of the Plan shall alter or
        impair any then outstanding Option without the written consent of the
        Optionee holding such Option; 

	 	 
	 (d)      	 except for the provisions of paragraph 2.10(a),
        delegate all or such portion of its powers hereunder as it may determine
        to one or more committees of the Board, either indefinitely or for such
        period of time as it may specify, and thereafter each such committee may
        exercise the powers and discharge the duties of the board in respect of
        the Plan so delegated to the same extent the Board is hereby authorized
        so to do. 



  ARTICLE 3 

  TERMS AND CONDITIONS OF OPTIONS


General 

	 3.1      	 Each Option shall be in such form and shall contain
        such terms and conditions as the Board shall deem appropriate. The grant
        of an Option shall be evidenced by a written Option Agreement, executed
        by the Company and the Service Provider, stating the number of Optioned
        Shares subject to the Option evidenced thereby and otherwise in such form
        as the Board may determine. The provisions of separate Options need not
        be identical, but each Option shall include (through incorporation of
        provisions hereof by reference in the Option or otherwise) the substance
        of each of the provisions set out below in this Article 3. 




Subscription Price

	 3.2      	 Subject to the following proviso, the
        Subscription Price per Optioned Share shall be: 

	 
	 	(a)	 the price determined by the Board at its sole discretion,
        if the Common Shares are not listed on a stock exchange; 

	 
	 	 (b)      	 the closing price for the Common Shares on the stock
        exchange on which the Common Shares of the Company are traded at the Date
        of Grant on the last trading day before the Date of Grant, if the Common
        Shares are listed on a stock exchange; 

	 
	 	 (c)      	 if the Board determines that the Subscription Price
        determined in accordance with paragraph (b) above is not a representative
        price, the weighted average of the trading prices for the Common Shares
        on the five trading days before the Date of Grant, subject to the approval
        of any stock exchange having jurisdiction; or 

	 
	 	 (d)      	 if the Common Shares are listed on more than one
        stock exchange at the Date of Grant, then as calculated in (b) and (c)
        above using the trading price or prices on the stock exchange on which
        a majority of the Common Shares are traded, subject to the approval of
        any stock exchange having jurisdiction; 

	 
	 	 PROVIDED that if, on the Date of Grant
        in respect of any Option, the Common Shares are listed on a stock exchange
        and the policies of such exchange permit the Board to establish a 

	 









 7

 Subscription Price for such Option
  at a discount to the trading price or prices referred to in paragraphs (b),
  (c) and (d) above, then the Board may, at its sole discretion, establish a Subscription
  Price that reflects a discount, up to the maximum discount so permitted. 

Maximum Term

	3.3 	No Option shall be exercisable after the expiration
        of five (5) years after its Date of Grant.




Assignability and Transferability 

	
3.4      		 An Option shall not be assignable or transferable
        except by will or by the laws of descent and distribution and shall be
        exercisable during the lifetime of any Person to whom the Option is granted
        only by such Person. Notwithstanding the foregoing, the Person to whom
        the Option is granted may, by delivering written notice to the Company,
        in a form satisfactory to the Company, designate a third party who, in
        the event of the death of the Optionee, shall thereafter be entitled to
        exercise the Option. 




Vesting

	 3.5      	 Any Option granted: 

	 
	 	(a)	 to any Consultant employed to provide Investor Relations
        Activities services to the Company shall vest in stages over 12 months
        with 25% of the Option vesting upon completion of each three-month period;
        and 

	 
	 	 (b)      	 to any other Optionee shall vest in stages over
        18 months, with one third of the Option vesting upon the Date of Grant
        of the Option, one third on the date which is nine months after such Date
        of Grant and the remaining one third on the date which is 18 months after
        such Date of Grant, 

	 
	 	 PROVIDED that the Board may in its sole
        discretion impose in respect of any Option a vesting schedule over a period
        of time that is longer than 18 months, in which case such Option shall
        vest in accordance with the terms and conditions imposed by the Board.
      




Accelerated Vesting in Event of Change of Control or Take Over Bid

	
3.6      		 Notwithstanding anything in section 3.5 to the contrary,
        the Board may, at any time, with respect to any particular Optionee, determine
        that if there is a Change of Control or Take Over Bid, the Option held
        by that Optionee may be exercised by the Optionee in full at any time
        or from time to time on or before its expiry date. 




Securities Law Compliance

	
3.7      		 The Company may require any Optionee to provide
        such other representations, written assurances or information which the
        Company shall determine is necessary, desirable or appropriate to comply
        with applicable securities and other laws as a condition of granting an
        Option to such Optionee or permitting the Optionee to exercise such Option.
        The Company may, upon advice of counsel to the Company, place legends
        on share certificates issued under the Plan as such counsel deems necessary
        or appropriate in order to comply with applicable securities laws and
        the requirements of any stock exchange having jurisdiction, including,
        but not limited to, legends restricting the transfer of the Option Shares
        evidenced thereby. 












 8


Optionee Ceasing to be a Service Provider 

	 3.8      	 If an Optionee ceases to be a Service
        Provider to the Company or any Affiliate of the Company, any Option held
        by such Optionee may be exercised following the date on which such Optionee
        left the employ or service of the Company or any of its subsidiaries or
        affiliates at any time up to the Expiry Date as follows: 

	 
	 	(a)	 in the case of the death of an Optionee, any Option
        held by him at the date of death shall become exercisable, whether or
        not the Optionee was eligible to exercise the Option in whole or in part
        at the date of the Optionee's death, but only by the Person or Persons
        to whom the Optionee's rights under the Option shall pass by the Optionee's
        will or laws of descent and distribution. Any such Option shall be exercisable
        only until the earlier of (i) the date which is 12 months after the date
        of death and (ii) expiration of the term of the Option; 

	 
	 	 (b)      	 if an Optionee ceases to be a Service Provider to
        the Company or any Affiliate of the Company due to the Optionee's disability
        (as determined by the Board), any Option held by such Optionee may be
        exercised until the earlier of (i) the date which is 12 months after the
        date of death and (ii) expiration of the term of the Option, but only
        to the extent that the Optionee was eligible to exercise the Option at
        the date the Optionee ceases to be a Service Provider to the Company or
        any Affiliate of the Company; 

	 
	 	 (c)      	 if an Optionee ceases to be a Service Provider to
        the Company or any Affiliate of the Company (other than as a result of
        termination with cause), any Option held by such Optionee may be exercised
        for a period of 90 days following the date on which such Optionee ceases
        to be a Service Provider, but only to the extent that the Optionee was
        eligible to exercise the Option at the date the Optionee ceased to be
        a Service Provider to the Company or any Affiliate of the Company; 

	 
	 	 (d)      	 if an Optionee engaged in Investor Relations Activities
        ceases to be a Service Provider, an Option held by such Optionee may be
        exercised for a period of 30 days following the date on which such Optionee
        ceases to be a Service Provider, but only to the extent that the Optionee
        was eligible to exercise the Option at the date the Optionee ceased to
        be a Service Provider to the Company or any Affiliate of the Company;
        and 

	 
	 	 (e)      	 if an Optionee is dismissed from employment or service
        for cause, the Option and all rights that have accrued to the Optionee
        to the date of termination may be exercised for a period of 10 days following
        the date of termination, but only to the extent that the Optionee was
        eligible to exercise the Option at the date of termination; 

	 
	 	 PROVIDED that in no event shall any Option be exercisable beyond
      its term. 



Adjustment of the Number of Optioned Shares

	
3.9      		 The number of Optioned Shares subject to an Option
        that is outstanding will be subject to adjustment in the event and in
        the manner following: 












 9

	 	(a) 	 if the Common Shares as constituted on the date
        hereof are sub-divided into a greater number of Common Shares, the Company
        will thereafter deliver at the time of purchase of Optioned Shares hereunder
        in addition to the number of Optioned Shares to which the right to purchase
        is then being exercised, such additional number of Common Shares as result
        from the sub-division without the Optionee making any additional payment
        or giving any other consideration therefor; 

	 
	 	 (b)      	 if the Common Shares as constituted on the date
        hereof are consolidated into a lesser number of Common Shares, the Company
        will thereafter deliver and an Optionee will accept, at the time of purchase
        of Optioned Shares hereunder, in lieu of the number of Optioned Shares
        in respect of which the right to purchase is then being exercised, the
        lesser number of Common Shares as result from the consolidation; 

	 
	 	 (c)      	 if there is any change of the Common Shares as constituted
        on the date hereof the Company will hereafter deliver at the time of purchase
        of Optioned Shares hereunder the number of shares of the appropriate class
        resulting from the said change as an Optionee would have been entitled
        to receive in respect of the number of Common Shares so purchased had
        the right to purchase been exercised before such change; 

	 
	 	 (d)      	 if there occurs a capital reorganization, re-classification
        or change of outstanding equity shares of the Company, a consolidation,
        merger or amalgamation of the Company with or into any other Company or
        a sale of the property of the Company as or substantially as an entirety,
        an Optionee will thereafter have the right to purchase and receive, in
        lieu of the Optioned Shares immediately theretofore purchasable and receivable
        upon the exercise of the Option, the kind and amount of Shares and other
        securities and property receivable upon such capital reorganization, re-classification,
        change, consolidation, merger, amalgamation or sale which the holder of
        a number of Common Shares equal to the number of Optioned Shares immediately
        theretofore purchasable and receivable upon the exercise of the Option
        would have received as a result thereof. The sub-division or consolidation
        of Common Shares at any time outstanding (whether with or without par
        value) will not be deemed to be a capital reorganization or re-classification
        of the Capital of the Company for the purposes of this paragraph 3.9 (d);
      

	 
	 	 (e)      	 an adjustment will take effect at the time of the
        event giving rise to the adjustment, and the adjustments provided for
        in this section are cumulative; 

	 
	 	 (f)      	 the Company will not be required to issue fractional
        shares in satisfaction of its obligations hereunder. Any fractional interest
        in a Common Share that would, except for the provisions of this paragraph
        3.9(f), be deliverable upon the exercise of an Option will be cancelled
        and not be deliverable by the Company. 








 10

 ARTICLE 4 PROCEDURE 

Option Agreement 

	
4.1      		 Upon grant of an Option hereunder, the Secretary
        of the Company will deliver to the Service Provider an Option Agreement
        detailing the terms of his Option and upon the execution and delivery
        by the Company and the Service Provider the Service Provider will be an
        Optionee and have the right to purchase the Optioned Shares at the Subscription
        Price set out therein, subject to the approval of any stock exchange having
        jurisdiction. 




Manner of Exercise

	 4.2      	 An Optionee who wishes to exercise his
        Option may do so by delivering: 

	 
	 	 (1)      	 a written notice to the Company specifying the number
        of Optioned Shares in respect of which the Option is being exercised;
        and 

	 
	 	 (2)      	 payment in cash or by bank draft or certified cheque,
        made payable to the Company, for the aggregate Subscription Price for
        the Optioned Shares being acquired. 




Delivery of Share Certificate

	
4.3      		 A share certificate for Optioned Shares acquired
        by any Optionee pursuant to section 4.2 shall be delivered by the Company
        to such Optionee within a reasonable time following the receipt by the
        Company of such Optionee's notice of exercise and payment. 




Securities Laws

	 4.4      	 Notwithstanding any of the provisions
        contained in the Plan or in any Option Agreement, the Company's obligation
        to issue Common Shares to an Optionee pursuant to the exercise of an Option
        shall be subject to: 

	 
	 	(a)	 completion of such registration or other qualification
        of such Common Shares or obtaining approval of such governmental or other
        regulatory authority as the Company shall determine to be necessary or
        advisable in connection with the authorization, issuance or sale thereof;
      

	 
	 	 (b)      	 the admission of such Common Shares to listing on
        any stock exchange on which the Common Shares may then be listed; and
      

	 
	 	 (c)      	 the receipt from the Optionee of such representations,
        agreements and undertakings as to future dealings in such Common Shares
        as the Company determines to be necessary or advisable in order to safeguard
        against the violation of the securities laws of any jurisdiction. 

	 
	 	 In this connection, the Company shall,
        to the extent necessary, take all reasonable steps to obtain such approvals,
        registrations and qualifications as may be necessary for issuance of such
        Common Shares in compliance with applicable securities laws and for the
        listing of such Common Shares on any stock exchange on which the Common
        Shares are then listed. 

	 








 11

 ARTICLE 5

 GENERAL 

Covenants of the Company 

	 5.1      	 The Company represents and warrants in connection
        with Options granted to Employees, Consultants or Management Company Employees,
        that any such Employee, Consultant or Management Company Employee shall
        be a bona fide Employee, Consultant or Management Company Employee,
        as the case may be, of the Company or any Affiliate of the Company. 

	 
	 5.2      	 The Company shall cause to be Reserved for Issuance
        in its treasury a sufficient number of Common Shares to permit the allotment
        and issue of the Optioned Shares in the event the Optionees exercise all
        of the Options available hereunder. 




No Representation or Warranty as to Listing or Future Market Value of Common Shares

	
5.3      		 The Company makes no representation or warranty
        as to whether it will be successful in obtaining a listing on a stock
        exchange for its Common Shares or as to the future market value of the
        Common Shares issued in accordance with the provisions of the Plan. 




Interpretation

	 5.4      	 The Plan will be governed by and construed in accordance
        with the laws of the Province of British Columbia. 

	 
	 5.5      	 Wherever the plural or masculine is used throughout
        this Plan or any Option Agreement delivered by the Company pursuant to
        this Plan, the same shall be construed as meaning singular or feminine
        or neuter or the body politic or corporate where the context so requires.
      




Amendment of the Plan

	
5.6      		 The Board reserves the right, in its absolute discretion,
        at any time to amend, modify or terminate the Plan; provided however,
        that no such amendment or termination may alter or impair in any materially
        adverse fashion any then outstanding Option previously granted to an Optionee
        under the Plan without the consent of such Optionee. Any amendment to
        any provisions of the Plan will be subject to any necessary approvals
        by any stock exchange or regulatory body having jurisdiction over the
        Common Shares. 












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No Rights as Shareholder 

	
5.7      		 The holder of an Option shall not have any rights
        as a Shareholder of the Company with respect to any of the Optioned Shares
        covered by such Option until the issuance of the certificate or certificates
        for Common Shares upon the exercise of such Option, in whole or in part,
        and then only with respect to the Common Shares represented by such certificate
        or certificates. 




Continuing Employment

	
5.8      		 Nothing in this Plan or any Option shall confer
        upon any Employee any right to continue in the employ of the Company or
        any Affiliate of the Company or affect in any way the right of the Company
        or any Affiliate of the Company to terminate his employment at any time;
        nor shall anything in the Plan or any Option be deemed or construed to
        constitute an agreement, or an expression of intent, on the part of the
        Company or any such Affiliate of the Company to extend the employment
        of any Employee beyond the time which he would normally be retired pursuant
        to the provisions of any present or future retirement plan or policy of
        the Company or any Affiliate of the Company, or beyond the time at which
        the Employee would otherwise be retired pursuant to the provisions of
        any contract of employment with the Company or any such Affiliate of the
        Company. 




Ongoing Services

	
5.9      		 Nothing in the Plan or any Option shall confer on
        any Optionee who is not an Employee any right to continue providing ongoing
        services to the Company or any Affiliate of the Company or affect in any
        way the right of the Company or any Affiliate of the Company to terminate
        his contract at any time; nor shall anything in the Plan or any Option
        be deemed or construed as an agreement, or an expression of intent, on
        the part of the Company or any Affiliate of the Company to extend the
        time for the performance of the ongoing services beyond the time specified
        in the contract with the Company or any Affiliate of the Company. 




ARTICLE 6 

 SHAREHOLDERS' APPROVAL

	
6.1      		 The Plan shall be subject to any necessary
        approval of the shareholders of the Company and, to the extent necessary,
        the requisite acceptance by any stock exchange upon which the Common Shares
        may be listed. Except in the event of a Take Over Bid or a Change of Control,
        any Options granted after the date of approval of this Plan by the Board
        and before any necessary approval by the shareholders of the Company and
        any necessary acceptance by any stock exchange upon which the Common Shares
        may be listed, shall be conditional upon such approval and acceptance
        being given and no such Options may be exercised unless such approval
        and acceptance are given. 

	 
	
6.2      		 The Company shall obtain disinterested
        shareholder approval for: 

	 
	 	(a)	 any reduction in the Subscription Price payable
        by any Optionee pursuant to his Option if such Optionee is an Insider
        of the Company at the time of the proposed reduction; and 

	 



	 	(b) 	any other amendment of the terms of any Option granted under the Plan
      if the Optionee holding such Option is an Insider of the Company at the
      time of such amendment. 







 13

ARTICLE 7 


BOARD APPROVAL 

	
7.1      		
The Plan has been adopted by the Board effective the 15 th day of April, 2002, as evidenced by resolution of the Board consented to in writing.