Manas Petroleum Corporation: Exhibit 10.4 - Filed by newsfilecorp.com






STOCK OPTION CANCELLATION AGREEMENT 

THIS AGREEMENT is made as of February 1, 2013

BETWEEN:

MANAS PETROLEUM CORPORATION, a
corporation incorporated in the 
State of Nevada with an address at
Bahnhofstrasse 9, 6341 Baar, Switzerland

(the “Company”)

AND:

<>, a business person with an
address at <>

(the “Holder”)

WHEREAS:

A.      The Company and the Holder are
the parties to a stock option agreement (the “Stock Option Agreement”),
pursuant to which the Holder holds stock options to purchase shares of common
stock of the Company (each an “Option” and collectively, the
“Options”), all of which are as listed and described on Schedule “A”
hereto; 

B.      As of the date of this
Agreement, all of the Options remain unexercised;

C.      The parties hereto believe
that it is in their collective best interest to cancel the Options and terminate
the Stock Option Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in
consideration of the premises herein, the payment by the Company to the Holder
of Ten Dollars ($10.00) cash in hand paid, and for other good and valuable
consideration, the receipt and sufficiency of all of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1.      The Stock Option Agreement is
hereby terminated and the Options are hereby cancelled, all effective at the
date of this Agreement.

2.      The Holder agrees to execute
and/or cause to be delivered to the Company such instruments and other
documents, and shall take such other actions, as the Company may reasonably
request for the purpose of carrying out and giving effect to the terms and
intentions of this Agreement.

3.      The Holder acknowledges
that:

	 	(a) 	
      this Agreement was prepared by Clark Wilson LLP for the
      Company;

	 	 	 
	 	(b) 	
      Clark Wilson LLP received instructions from the Company
      and does not represent the Holder;

	 	 	 
	 	(c) 	
      the Holder has been advised to obtain his, her or its own
      independent legal advice on this Agreement prior to signing this
      Agreement;

	 	 	 
	 	(d) 	
      the Holder has been given adequate time to obtain
      independent legal advice;

	 	 	 
	 	(e) 	
      by signing this Agreement, the Holder confirms that he,
      she or it fully understands this Agreement;
and







- 2 -

	 	(f) 	
      by signing this Agreement without first obtaining
      independent legal advice, the Holder waives his, her or its right to
      obtain independent legal advice.



4.      This Agreement shall be
governed in all respects by the laws of the State of Nevada, without regard to
that state’s conflicts of law principles.

5.      Time is expressly declared to
be of the essence of this Agreement.

6.      The schedule attached hereto
is hereby incorporated into this Agreement and forms a part hereof. All terms
defined in the body of this Agreement and used in any schedule to this Agreement
will have the same meaning in the schedule attached hereto.

7.      The provisions contained
herein constitute the entire agreement between the Company and the Holder
respecting the subject matter hereof and supersede all previous communications,
representations and agreements, whether verbal or written, between the Company
and the Holder with respect to the subject matter hereof.

8.      This Agreement will enure to
the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and permitted assigns, as
applicable.

9.      This Agreement is not
assignable without the prior written consent of the parties hereto. 

10.    This Agreement may be executed in several
counterparts, each of which will be deemed to be an original and all of which
will together constitute one and the same instrument and delivery of an executed
copy of this Agreement by electronic facsimile transmission or other means of
electronic communication capable of producing a printed copy will be deemed to
be execution and delivery of this Agreement as of the date first set forth
above.

IN WITNESS WHEREOF the parties have executed this
Agreement effective as of the day and year first above written.

	  	        	MANAS PETROLEUM
      CORPORATION 
	  	  	 	 
	  	  	 	 
	  	        	Per: 	 
	  	                             		Authorized Signatory 
	  	  	 	 
	WITNESSED BY: 	) 
	 	 
	  	) 
	 	 
	  	) 
	 	 
	Name 	) 
	 	 
	  	) 
	 	 
	Address 	) 
	 	 
	  	) 
	<> 	 
	  	) 
	 	 
	  	) 
	 	 
	Occupation 	) 
	 	 







SCHEDULE “A” 
OPTIONS


	
Date of Grant 	Number of Shares
      
under Options 	
Exercise Price 	
Expiry Date