Filed by Automated Filing Services Inc. (604) 609-0244 -  Medicure Inc. - Exhibit 4.1






MEDICURE INC. 

STOCK OPTION PLAN 
Amended and
Restated as of October 2, 2007 

	1. 	
      Purpose. The purpose of the Stock Option Plan (the
      “Plan”) of Medicure Inc. (the “Corporation”), a Corporation
      incorporated under the federal laws of Canada, is to advance the interests
      of the Corporation by encouraging its directors, management, consultants
      and employees to acquire shares in the Corporation, thereby increasing
      their proprietary interest in the Corporation, encouraging them to remain
      associated with the Corporation and furnishing them with additional
      incentive in their efforts on behalf of the Corporation in the conduct of
      its affairs.

	 	 
	2. 	
      Administration. The Plan shall be administered by
      the board of directors of the Corporation (the “Board”).

	 	 
		
      Subject to the provisions of the Plan, the Board shall
      have authority to construe and interpret the Plan and all Option
      Agreements entered into thereunder, to define the terms used in the Plan
      and in all Option Agreements entered into thereunder, to prescribe, amend
      and rescind rules and regulations relating to the Plan, subject to any
      necessary regulatory approvals of the Toronto Stock Exchange
      (“TSX”), and to make all other determinations necessary or
      advisable for the administration of the Plan. All determinations and
      interpretations made by the Board shall be binding and conclusive on all
      participants in the Plan and on their legal personal representatives and
      beneficiaries.

	 	 
		
      Each option granted hereunder (an “Option”)
      shall be evidenced by an agreement (an “Option Agreement”), signed
      on behalf of the Corporation and by the optionee, in such form as the
      directors shall approve. Each such agreement shall recite that it is
      subject to the provisions of this Plan.

	 	 
	3. 	
      Shares Subject to Plan. Subject to adjustment as
      provided in Section 14 hereof, the shares to be offered under the Plan
      shall consist of common shares of the Corporation (“Shares”) which
      shall be issued from treasury for purposes of the Plan. The aggregate
      number of Shares that may be reserved for issuance at any time pursuant to
      Options granted under this Plan shall not exceed 10% of the total number
      of Shares issued and outstanding at the date of any grant made hereunder.
      Any exercise of an Option granted under the Plan will result in an
      additional grant being available under the Plan. If any Option shall
      expire or terminate for any reason without having been exercised in full,
      the unpurchased Shares subject thereto shall again be available for the
      purpose of this Plan.

	 	 
	4. 	
      Maintenance of Sufficient Capital. The Corporation
      shall at all times during the term of this Plan reserve and keep available
      such numbers of Shares as will be sufficient to satisfy the requirements
      of the Plan.








	5. 	
      Eligibility and Participation. Directors,
      officers, management, consultants and employees of the Corporation shall
      be eligible for selection to participate in the Plan (such persons
      hereinafter collectively referred to as “Participants”). The Board
      shall determine to whom Options shall be granted, the terms and provisions
      of the respective Option Agreements, the time or times at which such
      Options shall be granted, and the number of Shares to be subject to each
      Option. An individual who has been granted an Option may, if he is
      otherwise eligible, and if permitted under the policies of the stock
      exchange or stock exchanges on which the Shares are to be listed, be
      granted an additional Option or Options if the directors shall so
      determine.

	 	 	 
	6. 	
      Exercise Price

	 	 	 
		(a) 	
      The exercise price of the Shares covered by each Option
      shall be determined by the Board. Subject to the provisions of Section
      6(b), the exercise price shall be not less than the closing price of the
      Shares on the primary stock exchange on which the Shares are listed on the
      last trading day immediately preceding the day on which the Option is
      granted.

	 	 	 
		(b) 	
      If an Option is granted within six months of a public
      distribution of the Shares by way of prospectus, then the minimum exercise
      price of such Option shall, if the policy of such stock exchange or stock
      exchanges requires, be the greater of the price determined pursuant to
      Section 6(a) and the price per Share paid by the investing public for
      Shares acquired by the public during such public distribution, determined
      in accordance with the policy of such stock exchange or stock
      exchanges.

	 	 	 
	7. 	
      Number of Optioned Shares.

	 	 	 
		(a) 	
      The number of Shares issuable to Insiders, at any time,
      under all security based compensation arrangements, cannot exceed 10% of
      the issued and outstanding Shares.

	 	 	 
		(b) 	
      The number of Shares issued to Insiders, within any one
      year period, under all security based compensation arrangements, cannot
      exceed 10% of the issued and outstanding Shares.

	 	 	 
		(c) 	
      “Insider” means any insider of the Corporation (as
      such term is defined in subsection 1(1) of the Securities Act
      (Ontario) as amended from time to time), other than a person who falls
      within that definition solely by virtue of being a director or officer of
      a subsidiary of the Corporation, and includes any “associate” of any
      insider (as such term is defined in the said subsection as amended from
      time to time).








	8. 	
      Duration of Option.

	 	 	 
		(a) 	
      Each Option and all rights thereunder shall be expressed
      to expire on the date set out in the Option Agreements and shall be
      subject to earlier termination as provided in paragraphs 10 and
  11.

	 	 	 
		(b) 	
      Notwithstanding any other provision of this Plan, no
      Option shall terminate, become void and of no effect or cease to be
      exercisable, whether as a result of the expiry of the term fixed for
      exercise of the Option or as a result of the termination or cessation of
      employment of an optionee, prior to 5:00 p.m. (Toronto time) on the tenth
      business day following the cessation of any Trading Blackout applicable to
      such optionee in effect at the time such Option would otherwise expire or
      terminate or if a Trading Blackout is not then in effect, prior to 5:00
      p.m. (Toronto time) on the tenth business day following cessation of the
      most recent Trading Blackout applicable to such optionee prior to the
      Expiry Date.

	 	 	 
		(c) 	
      “Trading Blackout” means any restricted trading
      period imposed by the Corporation during which the directors and officers
      of the Corporation and specified employees are prohibited from trading in
      the securities of the Corporation.

	 	 	 
	9. 	
      Option Period, Consideration and
Payment.

	 	 	 
		(a) 	
      The Option Period shall be a period of time fixed by the
      Board, not to exceed ten years from the date the Option is granted,
      provided that the Option Period shall be reduced with respect to any
      Option as provided in Sections 10 and 11 covering cessation as a director,
      officer, consultant or employee of the Corporation or death of the
      Participant.

	 	 	 
		(b) 	
      An Option shall vest and may be exercised (in each case
      to the nearest full Share) during the Option Period in such manner as the
      Board may fix by resolution. Options which have vested may be exercised in
      whole or in part at any time and from time to time during the Option
      Period.

	 	 	 
		(c) 	
      Except as set forth in Section 10 and 11, no Option may
      be exercised unless the Participant is at the time of such exercise a
      director, officer, manager, consultant, or employee of the Corporation. In
      the case of a consultant, where the Option has been granted for a specific
      service, the Option may be exercised only upon completion of that
      service.

	 	 	 
		(d) 	
      The exercise of any Option will be contingent upon
      receipt by the Corporation at its head office of a written notice of
      exercise, specifying the number of Shares with respect to which the Option
      is being exercised, accompanied by cash payment, certified cheque or bank
      draft for the full purchase price of such Shares with respect to which the
      Option is exercised. No Participant or his
legal








			representatives, legatees or distributes will be, or
      will deemed to be, a holder of any Shares subject to an Option under this
      Plan, unless and until the certificate for such Shares are issued to him
      or them under the terms of the Plan.
	 	 	 
	10. 	
      Ceasing to Be a Director, Consultant, Officer,
      Manager, Consultant or Employee.

	 	 	 
		
      If a Participant shall cease to be a director, officer,
      manager, consultant or employee of the Corporation or a company for any
      reason (other than death), he may, but only within the earlier of the
      original expiry date and 90 days next succeeding his ceasing to be a
      director, officer, manager, consultant, or employee, exercise his Option
      to the extent that he was entitled to exercise it at the date of such
      cessation.

	 	 	 
		
      Nothing contained in the Plan, nor in any Option granted
      pursuant to the Plan, shall as such confer upon any Participant any right
      with respect to continuance as a director, officer, manager, consultant or
      employee of the Corporation or of any affiliate.

	 	 	 
	11. 	
      Death of Participant. In the event of the death of
      a Participant, the Option previously granted to him shall be exercisable
      only by the earlier of the original expiry date and the date that is
      twelve months after the date of death and then only:

	 	 	 
		(a) 	
      by the person or persons to whom the Participant’s rights
      under the Option shall pass by the Participant’s will or the laws of
      descent and distribution; and

	 	 	 
		(b) 	
      if and to the extent that he was entitled to exercise the
      Option at the date of his death.

	 	 	 
	12. 	
      Right of Optionee. No person entitled to exercise
      any Option granted under the Plan shall have any of the rights or
      privileges of a shareholder of the Corporation in respect of any Shares
      issuable upon exercise of such Option until certificates representing such
      Shares shall have been issued and delivered.

	 	 	 
	13. 	
      Proceeds from Sales of Shares. The proceeds from
      sales of Shares issued upon the exercise of Options shall be added to the
      general funds of the Corporation and shall thereafter be used from time to
      time for such corporate purposes as the Board may determine and
    direct.

	 	 	 
	14. 	
      Adjustments. If the outstanding Shares of the
      Corporation are increased, decreased, changed into or exchanged for a
      different number or kind of shares of securities of the Corporation
      through re-organization, merger, re-capitalization, re-classification,
      stock dividend, subdivision or consolidation, an appropriate and
      proportionate adjustment shall be made in the maximum number of kind of
      shares as to which Options may be granted under the Plan. A corresponding
      adjustment changing the number or kind of shares allocated to unexercised
      Options or portions thereof, which shall have been granted prior to any
      such change, shall likewise be made. Any such adjustment in the
      outstanding Options shall be made without change in the aggregate purchase
      price applicable to the







unexercised portion of the Option but
with a corresponding adjustment in the price for each share or other unit of any
security covered by the Option. 

Upon the liquidation or dissolution of
the Corporation or upon a re-organization, merger or consolidation of the
Corporation with one or more corporations as a result of which the Corporation
is not the surviving corporation, or upon the sale of substantially all of the
property or more than eighty (80%) percent of the then outstanding Shares of the
Corporation to another corporation, the Plan shall terminate, and any Options
theretofore granted hereunder shall terminate unless provision is made in
writing in connection with such transaction for the continuance of the Plan and
for the assumption of Options theretofore granted, or the substitution for such
Options of new options covering the shares of a successor employer corporation,
or a parent or subsidiary thereof, with appropriate adjustments as to number and
kind of shares and prices, in which event the Plan and Options theretofore
granted shall continue in the manner and upon the terms so provided. If the Plan
and outstanding Options shall terminate pursuant to the foregoing sentence, then
immediately prior to consummation of the event which results in the termination
of the Plan and outstanding Options, the Board may determine that all of the
Options of an optionee vest and become exercisable for such period as the Board
specifies. Options not exercised within the specified period will terminate.


Adjustments under this Section shall be
made by the Board, subject to the approval of the primary stock exchange on
which the shares of the Corporation are listed, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive. No fractional share shall be issued under the Plan on any such
adjustment. 

14.1 Change of Control. If a
bona fide offer (the “Offer”) for voting or equity shares is made to
shareholders of the Corporation generally, or to a class of shareholders of the
Corporation which, if Options were exercised, would include the Participants,
and which Offer, if accepted in whole or in part, would result in the offeror
exercising control over the Corporation within the meaning of subsection 1(3) of
the Securities Act (Ontario) then, notwithstanding Sections 8 and 9 but
subject to the other provisions hereof: 

	 	(a) 	
      The Board may give its express consent to the exercise of
      any Options which are outstanding although not yet exercisable at the time
      of the Offer in the manner hereinafter provided.

	 	 	 
	 	(b) 	
      If the Board has so consented to the exercise of any
      Options outstanding at the time of the Offer, the Corporation shall,
      immediately after such consent has been given, notify each Participant
      currently holding an Option of the Offer, with full particulars thereof,
      together with a notice stating that, in order to permit the Participant to
      participate in the Offer, the Participant may, during the period that the
      Offer is open for acceptance (or, if no such period is specified, the
      period of 30 days following the date








	 		
      of such notice), exercise all or any portion of any such
      Option held by the Participant.

	 	 	 	 
	 	(c) 	
      In the event that the Participant so exercises any such
      Option, such exercise shall be in accordance with Sections 6, 7 and 9(d)
      hereof; provided that, if necessary in order to permit the Participant to
      participate in the Offer, such Option shall be deemed to have been
      exercised, and the issuance of Shares received upon such exercise (the
      “Optioned Shares”) shall be deemed to have occurred, effective as
      of the first day prior to the date on which the Offer was made.

	 	 	 	 
	 	(d) 	
      If, upon the expiry of the applicable period referred to
      in subsection (b) above, the Offer is completed, and:

	 	 	 	 
	 		(i) 	
      the Participant has not exercised the entire or any
      portion of such Option then, as of and from the expiry of such period, the
      Participant’s right to purchase the Shares covered by such Option shall
      not be exercisable, and shall expire and be null and void; and

	 	 	 	 
	 		(ii) 	
      the Participant has exercised the entire or any portion
      of such Option, but has not tendered the Shares received in connection
      with such exercise to the Offer, then, as and from the expiry of such
      period, the Corporation may require the Participant to sell to the
      Corporation such Optioned Shares for a purchase price of $.001 per
      Optioned Share.

	 	 	 	 
	 	(e) 	
      If:

	 	 	 	 
	 		(i) 	
      the Offer is not completed (within the time specified
      therein, if applicable);

	 	 	 	 
	 			
      or

	 	 	 	 
	 		(ii) 	
      all of the Optioned Shares tendered by the Participant
      pursuant to the Offer are not taken up and paid for by the offeror in
      respect thereof;

	 	 	 	 
	 		
      then the Optioned Shares or, in the case of paragraph
      (ii) above, the portion thereof that is not taken up and paid for by such
      offeror, shall be returned by the Holder to the Corporation for
      cancellation and the terms of the Option as set forth herein shall again
      apply to such Option, or the remaining portion thereof, as the case may
      be.

	 	 	 	 
	 	(f) 	
      If any Optioned Shares are returned to the Corporation
      pursuant to subsection (e) above, the Corporation shall refund the Option
      price to the Participant in respect of such Optioned
  Shares.








		
       
	(g) 	
       In no event shall the Participant be entitled to
      sell the Optioned Shares otherwise than pursuant to the Offer, except as
      provided in paragraph (d)(ii) above.

	 	 	 
	15. 	
      Transferability. All benefits, rights and Options
      accruing to any Participant in accordance with the terms and conditions of
      the Plan shall not be transferable or assignable unless specifically
      provided herein. During the lifetime of a Participant any benefits, rights
      and Options may only be exercised by the Participant.

	 	 	 
	16. 	
      Amendment and Termination of Plan.

	 	 	 
		(a) 	
      The Board may, at any time, suspend or terminate the Plan
      or amend or revise the terms of the Plan, provided that no such amendment
      or revisions shall alter the terms of any Options theretofore granted
      under the Plan. Subject to Section 16(b) and subject to any necessary
      approval of the TSX or any other Stock Exchange on which the Shares may be
      listed, the Board may, from time to time, and without the approval of the
      Company’s shareholders: (i) amend the Plan and the terms and the
      conditions of any Options thereafter to be granted; and (ii) with the
      consent of the affected holder of an Option, amend the Plan and the terms
      and conditions of any Options which have been theretofore
  granted.

	 	 	 
		(b) 	
      The shareholders of the Company shall approve any
      amendment to the Plan or any Option which (i) reduces the exercise price
      of an Option granted to an Insider; (ii) extends the period
      available to exercise an Option granted to an Insider other than as
      provided in Section 8(b); or (iii) increases the number of shares reserved
      for issuance under the Plan (other than pursuant to the provisions of
      Section 14 hereof).

	 	 	 
	17. 	
      Necessary Approvals. The obligation of the
      Corporation to issue and deliver Shares in accordance with the Plan is
      subject to any approvals which may be required from any regulatory
      authority or stock exchange having jurisdiction over the securities of the
      Corporation. If any Shares cannot be issued to any Participant for
      whatever reason, the obligation of the Corporation to issue such Shares
      shall terminate and any Option exercise price paid to the Corporation will
      be returned to the Participant.

	 	 	 
	18. 	
      Stock Exchange Rules. The rules of any stock
      exchange upon which the Corporation’s Shares are listed shall be
      applicable relative to Options granted to Participants.

	 	 	 
	19. 	
      Effective Date of Plan. The Plan has been adopted
      by the Board of the Corporation subject to the approval of the stock
      exchange or stock exchanges on which the Shares of the Corporation are to
      be listed and, if so approved, the Plan shall became effective upon such
      approvals being obtained.








	20. 	
      Interpretation. The Plan will be governed by and
      construed in accordance with the laws of
Canada.




	 	MEDICURE INC. 
	 	 
	 	Per: 	/s/ Albert D. Friesen 
	 	 	 
	 	Per: 	/s/ Derek Reimer