Form of stock option agreement

“Accredited Investor Questionnaire” means a questionnaire substantially in the form of the Accredited Investor Questionnaire attached to this Agreement as Schedule “B”;

“Cashless Exercise” has the meaning ascribed thereto in Section 2.8 of this Agreement;

“Code” means the Internal Revenue Code of 1986;

“Common Stock” means the shares of common stock of the Company;

“Company Information” has the meaning attributed to it in Section 5.1(c) of this Agreement, below;

“Exercise Price” means $ _________ per share;

“Expiry Date” means ___, _____________ ;

“Incentive Stock Options” means any Options that meet all the requirements under section 422 of the Code.

“Non Qualified Stock Options” means any Options that do not qualify as Incentive Stock Options and, thus, do not meet the requirements under section 422 of the Code.

“Notice of Exercise” means a notice in writing addressed to the Company at its address first recited hereto (or such other address of which the Company may from time to time notify the Optionee in writing), substantially in the form attached as Schedule “D” hereto, which notice shall specify therein the number of Optioned Shares in respect of which the Options are being exercised and which notice shall be accompanied by an executed copy of (i) an Accredited Investor Questionnaire if the Optionee is at the time of exercise an accredited investor or, (ii) if the Optionee is not an accredited investor at the time of exercise, a Prospective Investor Suitability Questionnaire showing that the Optionee qualifies for an exemption from the registration requirements imposed by the 1933 Act;

“Options” means the irrevocable right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Optionee by the Company pursuant to Section 2.1 of this Agreement;

“Optioned Shares” means the shares of Common Stock that are issued pursuant to the exercise of the Options;

“Parent” means a company or other entity that owns at least fifty percent (50%) of the outstanding voting stock or voting power of the Company;

“Prospective Investor Suitability Questionnaire” means a questionnaire substantially in the form of the Prospective Investor Suitability Questionnaire attached to this Agreement as Schedule “C”;

“SEC” means the Securities and Exchange Commission;

“Securities” means, collectively, the Options and the Optioned Shares;

“Shareholders” means holders of record of the shares of Common Stock;

“Subsidiary” means a company or other entity, at least fifty percent (50%) of the outstanding voting stock or voting power of which is beneficially owned, directly or indirectly, by the Company;

“U.S. Person” shall have the meaning ascribed thereto in Regulation S under the 1933 Act, and for the purpose of the Agreement includes any person in the United States;

“Vested Options” means the Options that have vested in accordance with Section 2.2 of this Agreement; and

“1933 Act” means the Securities Act of 1933, as amended.

by delivering to the Company shares of Common Stock previously held by the Optionee, or by the Company withholding shares of Common Stock otherwise deliverable pursuant to the exercise of the Options, which shares of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined by the Board in good faith) equal to the aggregate exercise price to be paid by the Optionee upon such exercise (“Cashless Exercise”). In the event of Cashless Exercise, the Optionee shall exchange the Options for that number of Optioned Shares subject to such Cashless Exercise multiplied by a fraction, the numerator of which shall be the difference between the fair market value at the date of exercise (as determined by the Board in good faith) and the Exercise Price, and the denominator of which shall be such fair market value; or

by complying with any other payment mechanism approved by the Board at the time of exercise.

the terms and conditions on which the Options are granted except to the extent set forth herein; and

a consolidation or subdivision of the Company’s share capital or corporate reorganization;

an executed copy of this Agreement; and

one of the two questionnaires in the forms attached hereto as Schedule “B” and Schedule “C”, whichever applies.

the Securities have not been registered under the 1933 Act or under any state securities or “blue sky” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;

the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;

the decision to execute this Agreement and acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based solely upon a review of publicly available information regarding the Company that is available on the website of the SEC at www.sec.gov (the “Company Information”);

there are risks associated with an investment in the Securities;

the Optionee and the Optionee’s advisor(s) (if applicable) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;

the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Optionee during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Optionee, the Optionee’s attorney and/or advisor(s) (if applicable);

the Company, its officers, directors, counsel and agents are entitled to rely upon the truth and accuracy of the acknowledgements, representations, warranties, statements, answers, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations, warranties, statements, answers, covenants, and agreements should become, by the passage of time after the date of this Agreement, no longer accurate or should be breached, the Optionee shall promptly notify the Company, and the Optionee will hold harmless the Company from any loss or damage it may suffer as a result of the Optionee’s failure to correctly complete or comply with the terms of this Agreement;

the Optionee has been advised to consult its own legal, tax and other advisors with respect to the merits and risks regarding the exercise of the Options and the issuance of the Optioned Shares and with respect to applicable resale restrictions and it is solely responsible (and the Company is in not any way responsible) for compliance with applicable resale restrictions;

the Optionee acknowledges that if the Options qualify as Incentive Stock Options, there may be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the fair market value of such Optioned Shares on the date of exercise over the Exercise Price may be treated as a tax preference item for federal alternative minimum tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise;

the Optionee will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Optionee contained herein or in any document furnished by the Optionee to the Company in connection herewith being untrue in any material respect or any breach or failure by the Optionee to comply with any covenant or agreement made by the Optionee to the Company in connection therewith;

the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Optionee that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board;

neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

no documents in connection with this Agreement have been reviewed by the SEC or any state securities administrators;

there is no government or other insurance covering any of the Securities; and

this Agreement is not enforceable by the Optionee unless it has been accepted by the Company.

the Optionee is a bona fide director, officer, employee, independent contractor or consultant of the Company, Parent or Subsidiary;

the Optionee is a U.S. Person;

the Optionee has received and carefully read this Agreement and the Company Information;

the Optionee has received a brief description of the Securities and it understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;

the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;

the Optionee has concurrently executed and delivered the questionnaire in the form attached as Schedule “B” or Schedule “C” and the representations and warranties contained in such questionnaire are true and correct;

the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;

the Optionee:

has adequate net worth and means of providing for its current financial needs and possible personal contingencies,

has no need for liquidity in this investment, and

is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;

the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;

the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;

the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;

the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;

the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;

the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;

the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;

the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,

no person has made to the Optionee any written or oral representations:

that any person will resell or repurchase any of the Securities,

that any person will refund the purchase price of any of the Securities,

as to the future price or value of any of the Securities, or

that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.

An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000;

A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of grant or exercise exceeds US $1,000,000 excluding the value of the primary residence of such person(s) and the related amount of indebtedness secured by the primary residence up to its fair market value.

A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

A “bank” as defined under Section (3)(a)(2) of the Securities Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of US $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of US $5,000,000, or, if a self- directed plan, whose investment decisions are made solely by persons that are accredited investors;

A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States);

A director or executive officer of the Company;

A trust with total assets in excess of US $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;

An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;

Name: _________________________________________________________________________

Residential Address & Telephone Number: _____________________________________________

Length of Residence in State of Residence: _____________________________________________

U.S.Citizen:                _____ Yes     _____ No

Social Security Number: __________________________________________________________

Business Address & Telephone Number: _____________________________________________

Preferred Mailing Address:                  _____ Residence      _____ Business

Date of Birth: _________________________________________________________________

Employer and Position: __________________________________________________________

Name of Business: _____________________________________________________________

Business or Professional Education and Degrees:

Prior Employment (last 5 years):

Relationship to the Company, if any: ________________________________________________

Is the Optionee an officer of director of a publicly-held company?

                       ____ Yes       _____ No

If yes, specify company: ___________________________________________________________

Does the Optionee beneficially own 10% or more of the voting securities of a publicly-held company?

                        ____ Yes       _____ No

If yes, specify company:

Within the last 5 years, has the Optionee personally invested in investments sold by means of private placements in reliance on exemptions from registration under the Securities Act and state securities laws?

                        ____ Yes       _____ No

Prior investments by the Optionee which were purchased in reliance on exemptions from registration under the Securities Act and State securities laws (initial the highest number applicable):

Amount (Cumulative)

Does the Optionee consider itself to be an experienced and sophisticated investor?

                               ____ Yes              _____No

If so, please provide evidence of investment sophistication and/or experience:

Does the Optionee, or any person authorized to execute this Questionnaire, consider itself to have such knowledge of the Company and its business and such experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the Securities and the Company, should the Optionee be given an opportunity to so invest?

              ____ Yes           _____No

If the Optionee is an individual, please indicate the Optionee’s and his/her spouse’s combined gross income during the preceding two years (initial the highest number applicable):

If the Optionee is an individual, please indicate the Optionee’s and his/her spouse’s combined estimated net worth (exclusive of home, home furnishings and personal automobiles) (initial the highest number applicable):

(a) Will the Optionee’s proposed investment exceed 10% of its individual net worth, or the Optionee’s joint net worth with its spouse as determined in paragraph 22 above?

                             ____ Yes       _____ No

Will the Optionee be able to bear the economic risk of its investment in this transaction?

                              ____ Yes _____ No

State total assets of the Optionee, including cash, stocks and bonds, automobiles, real estate, and any other assets:

$ _______________________________________________

State total liabilities of the Optionee including real estate indebtedness, accounts payable, taxes payable and any other liabilities:

$ ______________________________________________

State annual income of the Optionee including salary, securities income, rental income and any other income:

$ ______________________________________________

(State annual expenses of the Optionee, excluding ordinary living expenses, including real estate payments, rent, property taxes and other expenses:

$ ______________________________________________

Does the Optionee expect the amount of its assets, liabilities, income and expenses, as stated above, to be subject to significant change in the future:

                                ____ Yes      _____ No

If yes, explain:

______________________________________________________________

______________________________________________________________