The Optionee is a director, officer, employee or consultant of the Company or subsidiary of the Company; and

The Company wishes to grant stock options to purchase a total of  Optioned Shares (as defined herein) to the Optionee.

DEFINITIONS

In this Agreement, the following terms shall have the following meanings:

“1933 Act” means the United States Securities Act of 1933, as amended;

“Applicable Laws” means all legal requirements relating to the Plan or the Securities under applicable United States federal and state securities laws, the United States Internal Revenue Code, Canadian provincial securities laws, the Income Tax Act (Canada), the rules of any applicable stock exchange or stock quotation system, and any other applicable laws of any jurisdiction;

“Exercise Price” means $● per Share;

“Expiry Date” means ●;

“Notice of Exercise” means a completed and executed notice in writing delivered 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), in the form attached as Schedule “A” hereto, which notice shall specify therein the number of Optioned Shares in respect of which the Options are being exercised;

“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 that are issued pursuant to the exercise of any Options;

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

“Shareholders” means holders of record of Shares;

“Shares” means shares in the common stock of 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; and

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

Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.

THE OPTIONS

The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total of ● Optioned Shares at the Exercise Price, provided that any grant or exercise of any Options to or by an Optionee who is a U.S. Person will be conditional on compliance with all applicable federal and state securities laws.

● All of the Options will vest as of the Date of Grant. The Options may be exercised immediately after vesting.

The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be of no further force or effect whatsoever.

The Options will terminate in accordance with the provisions of the Plan.

Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part, at any time after vesting, until termination, provided that if the Optionee is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended, the Optionee shall be precluded from selling, transferring or otherwise disposing of any Optioned Shares during the six months immediately following the grant of the Options unless an exemption is available to such restrictions. If less than all of the Optioned Shares included in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. Only whole Optioned Shares may be issued pursuant to the exercise of any Options, and to the extent that any Option covers less than one Optioned Share, it is not exercisable.

DOCUMENTS REQUIRED FROM OPTIONEE

The Optionee must complete, sign and return an executed copy of this Agreement to the Company.

The Optionee shall complete, sign and return to the Company, as soon as practicable on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities and Applicable Laws.

CHANGE OF CONTROL

In the event of a Change of Control (as defined herein), then all Options to purchase Optioned Shares, which have not vested in accordance with this Agreement, shall immediately vest and become exercisable. For the purposes of this Section, a “Change of Control” means the occurrence of any one of the following events:

there is a report filed with any securities commission or securities regulatory authority in Canada, disclosing that any offeror (as the term “offeror” is defined in Section 1.1 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids) has acquired beneficial ownership of, or the power to exercise control or direction over, or securities convertible into, any shares of capital stock of any class of the Company carrying voting rights under all circumstances (the “Voting Shares”), that, together with the offeror’s securities would constitute Voting Shares of the Company representing more than 50% of the total voting power attached to all Voting Shares of the Company then outstanding,

there is consummated any amalgamation, consolidation, statutory arrangement, merger, business combination or other similar transaction involving the Company: (1) in which the Company is not the continuing or surviving corporation, or (2) pursuant to which any Voting Shares of the Company would be reclassified, changed or converted into or exchanged for cash, securities or other property, other than (in each case) an amalgamation, consolidation, statutory arrangement, merger, business combination or other similar transaction involving the Company in which the holders of the Voting Shares of the Company immediately prior to such amalgamation, consolidation, statutory arrangement, merger, business combination or other similar transaction have, directly or indirectly, more than 50% of the Voting Shares of the continuing or surviving corporation immediately after such transaction,

any person or group of persons shall succeed in having a sufficient number of its nominees elected as directors of the Company such that such nominees, when added to any existing directors of the Company, will constitute a majority of the directors of the Company, or

there is consummated a sale, transfer or disposition by the Company of all or substantially all of the assets of the Company, provided that an event shall not constitute a Change of Control if its sole purpose is to change the jurisdiction of the Company’s organization or to create a holding company, partnership or trust that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such event.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE

the Optionee is a director, officer, employee or consultant of the Company or subsidiary of the Company;

if an employee or consultant of the Company or subsidiary of the Company, the Optionee is a bona fide employee or consultant of the Company or subsidiary of the Company;

the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;

the Optionee is resident in the jurisdiction set out on page 1 of this Agreement;

the Optionee:

is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Optionee is resident (the “International Jurisdiction”) which would apply to the granting of the Option;

the Optionee is acquiring the Option pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Optionee is permitted to acquiring the Option under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;

the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the granting of the Option;

the granting of the Option by the Company does not trigger:

any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or

any continuous disclosure reporting obligation of the Optionee or the Company in the International Jurisdiction; and

the Optionee will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;

the acquisition of the Securities by the Optionee as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Optionee; and

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

LEGENDING OF SUBJECT SECURITIES

The Optionee hereby consents to the placement of a legend on any certificate or other document evidencing any of the Optioned Shares to the effect that such Optioned Shares have not been registered under the 1933 Act or any state securities or “blue sky” laws, are subject to resale restrictions in Canada, and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, such legends to be substantially as follows:

GENERAL RESALE RESTRICTIONS

The Optionee acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Optionee or proposed transferee. The Optionee acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

If the Optionee is not a resident of Canada, the Optionee represents, warrants and acknowledges that:

pursuant to Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets (“MI 51-105”), a subsequent trade in the Securities in or from Canada will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “Canadian Legend”) specified in MI 51-105;

the Subscriber is not a resident of British Columbia and undertakes not to trade or resell any of the Shares in or from British Columbia unless the trade or resale is made in accordance with MI 51-105. The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of these representations and warranties made in this Section 8.2 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company;

by executing and delivering this Agreement, the Optionee will have directed the Company not to include the Canadian Legend on any certificates representing the Securities to be issued to the Optionee. As a consequence, the Optionee will not be able to rely on the resale provisions of MI 51-105, and any subsequent trade in any of the Securities in or from Canada will be a distribution subject to applicable prospectus and registration requirements; and

if the Optionee wishes to trade or resell any of the Securities in or from Canada, the Optionee agrees and undertakes to return, prior to any such trade or resale, any certificate representing any Securities to the Company’s transfer agent to have the Canadian Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the Canadian Legend on any ownership statement issued under a direct registration system or other book entry system.

The Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions.

NO EMPLOYMENT RELATIONSHIP

GOVERNING LAW

COSTS

SURVIVAL

ASSIGNMENT

CURRENCY

SEVERABILITY

COUNTERPARTS AND ELECTRONIC MEANS

ENTIRE AGREEMENT