Filed by Automated Filing Services Inc. (604) 609-0244 - Journey Resources Corp. - Exhibit 4.iv






JOURNEY UNLIMITED OMNI BRAND CORPORATION 
(the “Company”)


2005 STOCK OPTION PLAN 

Dated for Reference May 13, 2005 

ARTICLE 1 
PURPOSE AND INTERPRETATION 

Purpose 

1.1 The purpose of this Plan will be to advance the interests
of the Company by encouraging equity participation in the Company through the
acquisition of Common Shares of the Company. It is the intention of the Company
that this Plan will at all times be in compliance with the rules and policies of
the TSX Venture Exchange (or “TSX Venture”) (the “TSX Venture Policies”) and any
inconsistencies between this Plan and the TSX Venture Policies whether due to
inadvertence or changes in TSX Venture Policies will be resolved in favour of
the latter. 

Definitions 

1.2 In this Plan 

Affiliate means a company that
is a parent or subsidiary of the Company, or that is controlled by the same
entity as the Company; 

Associate has the meaning
assigned by the Securities Act; 

Board means the board of
directors of the Company or any committee thereof duly empowered or authorized
to grant options under this Plan; 

Change of Control includes
situations where after giving effect to the contemplated transaction and as a
result of such transaction:

(i) any one Person holds a sufficient
number of voting shares of the Company or resulting company to affect materially
the control of the Company or resulting company, or, 

(ii) any combination of Persons,
acting in concert by virtue of an agreement, arrangement, commitment or
understanding, hold in total a sufficient number of voting shares of the Company
or its successor to affect materially the control of the Company or its
successor,

where such Person or combination of
Persons did not previously hold a sufficient number of voting shares to affect
materially control of the Company or its successor. In the 




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absence of evidence to the contrary,
any Person or combination of Persons acting in concert by virtue of an
agreement, arrangement, commitment or understanding, holding more than 20% of
the voting shares of the Company or its successor is deemed to materially affect
the control of the Company or its successor; 

Common Shares means common
shares without par value in the capital of the Company providing such class is
listed on the TSX Venture; 

Company means the Corporation
named at the top hereof and includes, unless the context otherwise requires, all
of its subsidiaries or affiliates and successors according to law; 

Consultant means a Person or
Consultant Company, other than an Employee, Officer or Director that:

(i) provides on an ongoing bona fide
basis, consulting, technical, managerial or like services to the Company or 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 an Affiliate and the Person 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
business and affairs of the Company or an Affiliate of the Company; and 

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

Consultant Company means for a
Person consultant, a company or partnership of which the Person is an employee,
shareholder or partner; 

Directors means the directors of
the Company as may be elected from time to time; 

Discounted Market Price has the
meaning assigned by Policy 1.1 of the TSX Venture Policies; 

Disinterested Shareholder
Approval means approval by a majority of the votes cast by all the Company’s
shareholders at a duly constituted shareholders’ meeting, excluding votes
attached to shares beneficially owned by Service Providers or their Associates;


Distribution has the meaning
assigned by the Securities Act, and generally refers to a distribution of
securities by the Company from treasury; 

Effective Date for an Option
means the date of grant thereof by the Board; 




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Employee means:

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

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

(c) a Person who works for the Company
or its subsidiary 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 over the details and methods of
work as an employee of the Company, but for whom income tax deductions need not
be made at source; 

Exercise Price means the amount
payable per Common Share on the exercise of an Option, as determined in
accordance with the terms hereof;

Expiry Date means the day on
which an Option lapses as specified in the Option Commitment therefor or in
accordance with the terms of this Plan; 

Insider means

(i) an insider as defined in the TSX
Venture Policies or as defined in securities legislation applicable to the
Company; 

(ii) an Associate of any person who is
an Insider by virtue of §(i) above; 

Investor Relations Activities
has the meaning assigned by Policy 1.1 of the TSX Venture Policies, and means
generally any activities or communications that can reasonably be seen to be
intended to or be primarily intended to promote the merits or awareness of or
the purchase or sale of securities of the Company; 

Listed Shares means the number
of issued and outstanding shares of the Company that have been accepted for
listing on the TSX Venture, but excluding dilutive securities not yet converted
into Listed Shares; 

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

Officer means a duly appointed
senior officer of the Company; 

Option means the right to
purchase Common Shares granted hereunder to a Service Provider; 




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Option Commitment means the
notice of grant of an Option delivered by the Company hereunder to a Service
Provider and substantially in the form of Schedule A hereto; 

Optioned Shares means Common
Shares that may be issued in the future to a Service Provider upon the exercise
of an Option; 

Optionee means the recipient of
an Option hereunder; 

Outstanding Shares means at the
relevant time, the number of outstanding Common Shares of the Company from time
to time; 

Participant means a Service
Provider that becomes an Optionee; 

Person means a company, any
unincorporated entity, or an individual; 

Plan means this Share Option
Plan, the terms of which are set out herein or as may be amended; 

Plan Shares means the total
number of Common Shares which may be reserved for issuance as Optioned Shares
under the Plan as provided in §2.2; 

Regulatory Approval means the
approval of the TSX Venture and any other securities regulatory authority that
may have lawful jurisdiction over the Plan and any Options issued hereunder;


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

Service Provider means a Person
who is a bona fide Director, Officer, Employee, Management Company Employee,
Consultant or Company Consultant, and also includes a company, of which 100% of
the share capital is beneficially owned by one or more Person Service Providers;


Share Compensation Arrangement
means any Option under this Plan but also includes 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 Common Shares to a
Service Provider; 

Shareholders Approval means
approval by a majority of the votes cast by eligible shareholders at a duly
constituted shareholders’ meeting; 

TSX Venture means the TSX
Venture Exchange and any successor thereto; and 

TSX Venture Policies means the
rules and policies of the TSX Venture as amended from time to time. 




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Other Words and Phrases 

1.3 Words and Phrases used in this Plan but which are not
defined in the Plan, but are defined in the TSX Venture Policies, will have the
meaning assigned to them in the TSX Venture Policies. 

Gender 

1.4 Words importing the masculine gender which the feminine or
neuter, words in the singular include the plural, words importing a corporate
entity include individuals, and vice versa. 

ARTICLE 2 
SHARE OPTION PLAN 

Establishment of Share Option Plan 

2.1 There is hereby established a Share Option Plan to
recognize contributions made by Service Providers and to create an incentive for
their continuing assistance to the Company and its Affiliates. Unless otherwise
agreed by the holders thereof, any share options granted by the Company before
the date of this Plan, are not included hereunder or affected hereby. 

Maximum Plan Shares 

2.2 The maximum aggregate number of Plan Shares that may be
reserved for issuance under the Plan at any point in time is 10% of the
Outstanding Shares at the time Plan Shares are reserved for issuance as a result
of the grant of an Option, less any Common Shares reserved for issuance under
share options granted under Share Compensation Agreements other than this Plan,
unless this Plan is amended pursuant to the requirements of the TSX Venture
Policies. 

Eligibility 

2.3 Options to purchase Common Shares may be granted hereunder
to Service Providers from time to time by the Board. Service Providers that are
corporate entities will be required to undertake in writing not to effect or
permit any transfer of ownership or option of any of its securities, nor issue
more of its shares (so as to indirectly transfer the benefits of an Option), as
long as such Option remains outstanding, unless the written permission of the
TSX Venture and the Company is obtained. 

Options Granted Under the Plan 

2.4 All Options granted under the Plan will be evidenced by an
Option Agreement, showing the number of Optioned Shares, the term of the Option,
a reference to vesting terms, if any, and the Exercise Price. 

2.5 Subject to specific variations approved by the Board, all
terms and conditions set out herein will be deemed to be incorporated into and
form part of an Option Agreement made hereunder. 




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Limitations on Issue 

2.6 Subject to §2.9, the following
restrictions on issuances of Options are applicable under the Plan: 

(a) no Service Provider can be granted
an Option if that Option would result in the total number of Options, together
with all other Share Compensation Arrangements granted to such Service Provider
in the previous 12 months, exceeding 5% of the Listed Shares (unless the Company
is classified as a Tier 1 Issuer by the TSX Venture and has obtained
Disinterested Shareholder Approval under §2.9(a)(iii) to do so); 

(b) no Options can be granted under
the Plan if the Company is designated “Inactive” (as defined in TSX Venture
Policies) by the TSX Venture; 

(c) the aggregate number of Options
granted to Service Providers conducting Investor Relations Activities in any
12-month period must not exceed 2% of the Outstanding Shares, calculated at the
time of grant, without the prior consent of TSX Venture; and 

(d) the aggregate number of options
granted to any one Consultant in any 12-month period must not exceed 2% of the
Outstanding Shares, calculated at the time of grant, without the prior consent
of TSX Venture. 

Options Not Exercised 

2.7 In the event an Option granted
under the Plan expires unexercised or is terminated by reason of dismissal of
the Optionee for cause or is otherwise lawfully cancelled prior to exercise of
the Option, the Optioned Shares that were issuable thereunder will be returned
to the Plan and will be eligible for re-issue. 

Powers of the Board 

2.8 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. Without limiting the generality of the foregoing,
the Board has the power to 

(a) allot Common Shares for issuance
in connection with the exercise of Options; 

(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 general amendment or suspension of
the Plan will, without the written consent of all Optionees, alter or impair any
Option previously granted under the Plan unless as a result of a change in TSX
Venture Policies or the Company’s tier classification thereunder; 

(d) 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 




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duties of the Board in respect of the
Plan so delegated to the same extent as the Board is hereby authorized so to do;
and 

(e) may in its sole discretion amend
this Plan (except for previously granted and outstanding Options) to reduce the
benefits that may be granted to Service Providers (before a particular Option is
granted) subject to the other terms hereof. 

Terms or Amendments Requiring
Disinterested Shareholder Approval 

2.9 The Company will be required to
obtain Disinterested Shareholder Approval prior to any of the following actions
becoming effective: 

(a) the Plan, together with all of the
Company’s previous Share Compensation Management, could result at any time in:


(i) the aggregate number of shares
reserved for issuance under Options granted to Insiders exceeding 10% of the
Outstanding Shares in the event that this Plan is amended to reserve for
issuance more than 10% of the Outstanding Shares;

(ii) the number of Optioned Shares
issued to Insiders within a one-year period exceeding 10% of the Outstanding
Shares in the event that this Plan is amended to reserve for issuance more than
10% of the Outstanding Shares; or,

(iii) in the case of a Tier l Issuer
only, the issuance to any one Optionee, within a 12-month period, of a number of
shares exceeding 5% of Outstanding Shares; or 

(b) any reduction in the Exercise
Price of an Option previously granted to an Insider. 

ARTICLE 3 
TERMS AND CONDITIONS OF OPTIONS 

Exercise Price 

3.1 The Exercise Price of an Option
will be set by the Board at the time such Option is allocated under the Plan,
and cannot be less than the Discounted Market Price. 

Term of Option 

3.2 An Option can be exercisable for a
maximum of 10 years from the Effective Date for a Tier 1 Company, or five years
from the Effective Date for a Tier 2 or Tier 3 Issuer. 

Option Amendment 

3.3 Subject to §2.9(b), the Exercise
Price of an Option may be amended only if at least six (6) months have elapsed
since the later of the date of commencement of the term of the Option, the date
the Company’s shares commenced trading on the TSX Venture, or the date of the
last amendment of the Exercise Price. 




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3.4 An Option must be outstanding for
at least one year before the Company may extend its term, subject to the limits
contained in §3.2. 

3.5 Any proposed amendment to the terms
of an Option must be approved by the TSX Venture prior to the exercise of such
Option. 

Vesting of Options 

3.6 Subject to §3.7, vesting of Options
is otherwise at the discretion of the Board, and will generally be subject to:


(a) the Service Provider remaining
employed by or continuing to provide services to the Company or any of its
subsidiaries and Affiliates as well as, at the discretion of the Board,
achieving certain milestones which may be defined by the Board from time to time
or receiving a satisfactory performance review by the Company or its subsidiary
or affiliate during the vesting period; or 

(b) remaining as a Director of the
Company or any of its subsidiaries or Affiliates during the vesting period. 

Vesting of Options Granted for
Investor Relations Activities 

3.7 Subject to §3.6, Options granted to
Consultants conducting Investor Relations Activities will vest: 

(a) over a period of not less than 12
months as to 25% on the date that is three months from the date of grant, and a
further 25% on each successive date that is three months from the date of the
previous vesting; or 

(b) such longer vesting period as the
Board may determine. 

Optionee Ceasing to be Director,
Employee or Service Provider 

3.8 No Option may be exercised after
the Service Provider has left the employ/office or has been advised his services
are no longer required or his service contract has expired, except as follows:


(a) in the case of the death of an
Optionee, any vested Option held by him at the date of death will become
exercisable by the Optionee’s lawful personal representatives, heirs or
executors until the earlier of one year after the date of death of such Optionee
and the date of expiration of the term otherwise applicable to such Option; 

(b) in the case of a Tier 1 Issuer,
Options granted to any Service Provider must expire within 90 days after the
date the Optionee ceases to be employed with or provide services to the Company,
but only to the extent that such Optionee was vested in the Option at the date
the Optionee ceased to be so employed or to provide services to the Company;

(c) in the case of a Tier 2 or Tier 3
Issuer, Options granted to a Service Provider conducting Investor Relations
Activities must expire within 30 days of the date the 




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Optionee ceases to conduct such
activities, but only to the extent that such Optionee was vested in the Option
at the date the Optionee ceased to conduct such activities,

(d) in the case of a Tier 2 or Tier 3
Issuer, Options granted to an Optionee other than one conducting Investor
Relations Activities must expire within 90 days after the Optionee ceases to be
employed with or provide services to the Company, but only to the extent that
such Optionee was vested in the Option at the date the Optionee ceased to be so
employed or to provide services to the Company; and 

(e) in the case of an Optionee being
dismissed from employment or service for cause, such Optionee’s Options, whether
or not vested at the date of dismissal will immediately terminate without right
to exercise same. 

Non Assignable 

3.9 Subject to §3.8, all Options will
be exercisable only by the Optionee to whom they are granted and will not be
assignable or transferable. 

Adjustment of the Number of Optioned
Shares 

3.10 The number of Common Shares
subject to an Option will be subject to adjustment in the events and in the
manner following: 

(a) in the event of a subdivision of
Common Shares as constituted on the date hereof, at any time while an Option is
in effect, 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 in respect of which the right to purchase is then
being exercised, such additional number of Common Shares as result from the
subdivision without an Optionee making any additional payment or giving any
other consideration therefor; 

(b) in the event of a consolidation of
the Common Shares as constituted on the date hereof, at any time while an Option
is in effect, 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) in the event of any change of the
Common Shares as constituted on the date hereof, at any time while an Option is
in effect, the Company will thereafter 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) in the event of a capital
reorganization, reclassification or change of outstanding equity shares (other
than a change in the par value thereof) 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 at any time 




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while an Option is in effect, 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, reclassification, 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 subdivision 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 a reclassification of the capital of the Company for
the purposes of this §3.10; 

(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 §3.10, be deliverable upon the exercise of an Option will be cancelled and
not be deliverable by the Company; and 

(g) if any questions arise at any time
with respect to the Exercise Price or number of Optioned Shares deliverable upon
exercise of an Option in any of the events set out in this §3.10, such questions
will be conclusively determined by the Company’s auditors, or, if they decline
to so act, any other firm of Chartered Accountants, in Vancouver, British
Columbia (or in the city of the Company’s principal executive office) that the
Company may designate and who will have access to all appropriate records and
such determination will be binding upon the Company and all Optionees. 

ARTICLE 4 
COMMITMENT AND EXERCISE PROCEDURES


Option Commitment 

4.1 Upon grant of an Option hereunder,
an authorized officer of the Company will deliver to the Optionee an Option
Commitment detailing the terms of such Options and upon such delivery the
Optionee will be subject to the Plan and have the right to purchase the Optioned
Shares at the Exercise Price set out therein subject to the terms and conditions
hereof. 

Manner of Exercise 

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

(a) a written notice to the Company
specifying the number of Optioned Shares being acquired pursuant to the Option;
and 

(b) cash or a certified cheque payable
to the Company for the aggregate Exercise Price for the Optioned Shares being
acquired. 




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Delivery of Certificate and Hold
Periods 

4.3 As soon as practicable after
receipt of the notice of exercise described in §4.2 and payment in full for the
Optioned Shares being acquired, the Company will direct its transfer agent to
issue a certificate to the Optionee for the appropriate number of Optioned
Shares. Such certificate issued will bear a legend stipulating any resale
restrictions required under applicable securities laws. Further, if the Company
is a Tier 2 or Tier 3 Issuer, or the Exercise Price is set below the then
current market price of the Common Shares on the TSX Venture, the certificate
will also bear a legend stipulating that the Optioned Shares are subject to a
four-month TSX Venture hold period commencing the date of the Option Commitment.


ARTICLE 5 
GENERAL 

Employment and Services 

5.1 Nothing contained in the Plan will
confer upon or imply in favour of any Optionee any right with respect to office,
employment or provision of services with the Company, or interfere in any way
with the right of the Company to lawfully terminate the Optionee’s office,
employment or service at any time pursuant to the arrangements pertaining to
same. Participation in the Plan by an Optionee will be voluntary. 

No Representation or Warranty


5.2 The Company makes no representation
or warranty as to the future market value of Common Shares issued in accordance
with the provisions of the Plan or to the effect of the Income Tax Act
(Canada) or any other taxing statute governing the Options or the Common shares
issuable thereunder or the tax consequences to a Service Provider. Compliance
with applicable securities laws as to the disclosure and resale obligations of
each Participant is the responsibility of such Participant and not the Company.


Interpretation 

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

Amendment of the Plan 

5.4 The Board reserves the right, in
its absolute discretion, to at any time amend, modify or terminate the Plan with
respect to all Common Shares in respect of Options which have not yet been
granted hereunder. Any amendment to any provision of the Plan will be subject to
any necessary Regulatory Approvals unless the effect of such amendment is
intended to reduce (but not to increase) the benefits of this Plan to Service
Providers.