VIVENTIA BIOTECH INC.

AMENDED 2001 STOCK OPTION PLAN

As approved by the shareholders of the corporation on May 7, 2004

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TABLE OF CONTENTS

ARTICLE 1.
GENERAL

1.1. Purpose.......................................................................................... 1
1.2. Administration................................................................................... 1
1.3. Interpretation................................................................................... 1
1.4. Shares Reserved.................................................................................. 3

ARTICLE 2.
SHARE OPTION PLAN

2.1. Grants........................................................................................... 4
2.2. Exercise of Options.............................................................................. 4
2.3. Option Price..................................................................................... 5
2.4. Grant to Participant's RRSP or Holding Company................................................... 5
2.5. Termination, Retirement, Death, Departure or Ceasing to be an Eligible Person.................... 5
2.6. Option Agreements................................................................................ 5
2.7. Payment of Option Price.......................................................................... 6
2.8. Amendment of Option Terms........................................................................ 6

ARTICLE 3.
GENERAL

3.1. Right to Terminate Options on Sale of Corporation................................................ 6
3.2. Prohibition on Transfers of Options.............................................................. 7
3.3. Capital Adjustments.............................................................................. 7
3.4. Non-Exclusivity.................................................................................. 7
3.5. Amendment and Termination........................................................................ 7
3.6. Compliance with Legislation...................................................................... 8
3.7. Effective Date................................................................................... 8

Schedule "A": Option Agreement

REGULATIONS

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VIVENTIA BIOTECH INC.

STOCK OPTION PLAN

ARTICLE 1.
GENERAL

1.1. PURPOSE

The purpose of this Plan is to advance the interests of the Corporation by
(i) providing Eligible Persons with additional incentive; (ii) encouraging
stock ownership by Eligible Persons; (iii) increasing the proprietary
interest of Eligible Persons in the success of the Corporation; (iv)
encouraging Eligible Persons to remain with the Corporation or its
Affiliates; and (v) attracting new employees, officers, directors and
Consultants to the Corporation or its Affiliates.

1.2. ADMINISTRATION

(a) This Plan will be administered by the Board or a committee of the
Board duly appointed for this purpose by the Board and consisting of
not less than 3 directors. If a committee is appointed for this
purpose, all references to the term "Board" will be deemed to be
references to the committee.

(b) Subject to the limitations of this Plan, the Board has the
authority: (i) to grant Options to purchase Shares to Eligible
Persons; (ii) to determine the terms, including the limitations,
restrictions and conditions, if any, upon such grants; (iii) to
interpret this Plan and to adopt, amend and rescind such
administrative guidelines and other rules and Regulations relating
to this Plan as it may from time to time deem advisable, subject to
required prior approval by any applicable regulatory authority; and
(iv) to make all other determinations and to take all other actions
in connection with the implementation and administration of this
Plan as it may deem necessary or advisable. The Board's guidelines,
rules, Regulations, interpretations and determinations will be
conclusive and binding upon all parties.

1.3. INTERPRETATION

For the purposes of this Plan, the following terms will have the following
meanings unless otherwise defined elsewhere in this Plan:

A. "AFFILIATE" means any corporation that is an affiliate of the
Corporation as defined under the Securities Act (Ontario);

B. "ASSOCIATE" has the meaning attributed to that term in the
Securities Act (Ontario);

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C. "BOARD" means the Board of Directors of the Corporation or a
committee thereof appointed in accordance with the Plan;

D. "CONSULTANT" means (i) an individual (including an individual whose
services are contracted for through a corporation) or (ii) a
corporation, in either case, designated by the Board with whom the
Corporation has a contract for substantial services;

E. "CONTROL" means:

(i) when applied to the relationship between a Person and a
corporation, the beneficial ownership by the Person, at the
relevant time, of shares of the corporation carrying either
(a) more than 50% of the voting rights ordinarily exercisable
at meetings of shareholders of the corporation or (b) the
percentage of voting rights ordinarily exercisable at meetings
of shareholders of the corporation sufficient in fact to elect
a majority of the directors of the corporation; and

(ii) when applied to the relationship between a Person and a
partnership or joint venture, the beneficial ownership by the
Person, at the relevant time, of more than 50% of the
ownership interests of the partnership or joint venture in
circumstances where it can reasonably be expected that the
Person directs the affairs of the partnership or joint
venture;

F. "CORPORATION" means Viventia Biotech Inc.;

G. "ELIGIBLE PERSON" means subject to the Regulations and to all
applicable law, any employee, officer, director, or Consultant of
(i) the Corporation or (ii) any Affiliate of the Corporation (and
includes any such person who is on a leave of absence authorized by
the Board or the Board of Directors of any Affiliate);

H. "HOLDING COMPANY" means a holding company owned and controlled by an
Eligible Person;

I. "INSIDER" means (a) an "insider" as defined in the Securities Act
(Ontario), other than a person who falls within that definition
solely by virtue of being a director or senior officer of the
Corporation, and (b) an Associate of any person who is an insider by
virtue of (a);

J. "OPTION" means a right granted to an Eligible Person to purchase
Shares of the Corporation on the terms of this Plan and includes a
Performance Based Option and a Time Based Option;

K. "OUTSTANDING ISSUE" means the number of Shares outstanding at the
time of the grant (on a non-diluted basis), or such lesser number as
may be required by applicable regulatory authorities from time to
time;

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L. "PARTICIPANT" means an Eligible Person to whom or to whose RRSP or
to whose Holding Company an Option has been granted;

M. "PERFORMANCE BASED OPTIONS" means Options that vest on the basis of
the Corporation achieving certain measurable performance targets;

N. "PLAN" means the Corporation's Stock Option Plan;

O. "REGULATIONS" means the regulations made pursuant to this Plan, as
same may be amended from time to time;

P. "RRSP" means a registered retirement savings plan;

Q. "SHARES" means the common shares of the Corporation;

R. "TERMINATION DATE" means the date on which a Participant ceases to
be an Eligible Person;

S. "TIME BASED OPTIONS" means Options that vest on the basis of the
passage of time; and

T. "TRANSFER" includes any sale, exchange, assignment, gift, bequest,
disposition, mortgage, charge, pledge, encumbrance, grant of
security interest or other arrangement by which possession, legal
title or beneficial ownership passes from one person to another, or
to the same person in a different capacity, whether or not voluntary
and whether or not for value, and any agreement to effect any of the
foregoing.

Words importing the singular number include the plural and vice versa and
words importing the masculine gender include the feminine.

This Plan is to be governed by and interpreted in accordance with the laws
of the Province of Ontario.

1.4. SHARES RESERVED

The aggregate maximum number of Shares available for issuance from
treasury under this Plan is 2,600,000.

Any Shares subject to an Option which has been granted under the Plan and
which have been cancelled or terminated in accordance with the terms of
the Plan without having been exercised will again be available under this
Plan.

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ARTICLE 2.
SHARE OPTION PLAN

2.1. GRANTS

(a) Subject to this Plan, the Board will have the authority to determine
the limitations, restrictions and conditions, if any, in addition to
those set out in this Plan, applicable to the exercise of an Option,
including, without limitation, the nature and duration of the
restrictions, if any, to be imposed upon the sale or other
disposition of Shares acquired upon exercise of the Option, and the
nature of the events, if any, and the duration of the period in
which any Participant's rights in respect of Shares acquired upon
exercise of an Option may be forfeited. An Eligible Person, an
Eligible Person's RRSP and an Eligible Person's Holding Company may
receive Options on more than one occasion under this Plan and may
receive separate Options on any one occasion.

(b) Subject to the Regulations, the aggregate number of securities
available for issuance under the Plan:

(i) to any one person together with any RRSP of which that person
is an annuitant, or Holding Company of that person will be 5%
of the Outstanding Issue;

(ii) to an Insider together with any RRSP of which that Insider is
an annuitant, or Holding Company of that Insider will not
exceed 10% of the Outstanding Issue;

(iii) to Insiders together with any RRSPs of which those Insiders
are annuitants, or Holding Companies of those Insiders, within
a one-year period will not exceed 10% of the Outstanding
Issue; and

(iv) to an Insider together with any RRSP of which that Insider is
an annuitant, or Holding Company of that Insider, as well as
that Insider's Associates, within a one-year period will not
exceed 5% of the Outstanding Issue.

2.2. EXERCISE OF OPTIONS

(a) Options granted must be exercised no later than 10 years after the
date of grant or such lesser period as the applicable grant or
Regulations may require.

(b) The Board may determine when any Option will become exercisable and
may determine that the Option will be exercisable in instalments.

(c) No fractional Shares may be issued and the Board may determine the
manner in which fractional Share value will be treated.

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(d) Not less than 100 Shares may be purchased at any one time except
where the remainder totals less than 100.

2.3. OPTION PRICE

The Board will establish the exercise price of an Option at the time each
Option is granted on the basis of the closing market price of the Shares
on the market with the highest closing price on the last trading date
preceding the date of the grant. If there is no trading on that date, the
exercise price will be the average of the bid and ask on the date
preceding the date of the grant.

2.4. GRANT TO PARTICIPANT'S RRSP OR HOLDING COMPANY

Upon written notice from the Participant, any Option that might otherwise
be granted to that Participant, will be granted, in whole or in part, to
an RRSP or a Holding Company established by and for the sole benefit of
the Participant.

2.5. TERMINATION, RETIREMENT, DEATH, DEPARTURE OR CEASING TO BE AN ELIGIBLE
PERSON

(a) If a Participant ceases to be an Eligible Person for any reason
whatsoever other than death, each Option held by the Participant,
the Participant's RRSP or the Participant's Holding Company will
cease to be exercisable 30 days after the Termination Date. If any
portion of an Option has not vested by the Termination Date, that
portion of the Option may not under any circumstances be exercised
by the Participant, the Participant's RRSP or the Participant's
Holding Company. Without limitation, and for greater certainty only,
this subsection (a) will apply regardless of whether the Participant
was dismissed with or without cause and regardless of whether the
Participant received compensation in respect of dismissal or was
entitled to a period of notice of termination which would otherwise
have permitted a greater portion of the Option to vest in the
Participant or the Participant's RRSP or the Participant's Holding
Company.

(b) If a Participant dies, the legal representatives of the Participant
may exercise the Options held by the Participant, the Participant's
RRSP and the Participant's Holding Company within 180 days after the
date of the Participant's death but only to the extent the Options
were by their terms exercisable on the date of death.

2.6. OPTION AGREEMENTS

Each Option must be confirmed, and will be governed, by an agreement (an
"Option Agreement") in the form of Schedule "A" (as the same may be
amended from time to time by the Regulations) signed by the Corporation
and the Participant or an RRSP of which the Participant is an annuitant or
the Participant's Holding Company. The vesting schedule for Performance
Based Options and Time Based Options will be set out in the Option
Agreement.

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2.7. PAYMENT OF OPTION PRICE

The exercise price of each Share purchased under an Option must be paid in
full by bank draft or certified cheque at the time of exercise, and upon
receipt of payment in full, but subject to the terms of this Plan, the
number of Shares in respect of which the Option is exercised will be duly
issued as fully paid and non-assessable.

2.8. AMENDMENT OF OPTION TERMS

With the consent of any applicable regulatory authorities (as required)
and the Participant affected thereby, the Board may amend or modify any
outstanding Option in any manner to the extent that the Board would have
had the authority to initially grant the award as so modified or amended,
including without limitation, to change the date or dates as of which, or
the price at which, an Option becomes exercisable.

ARTICLE 3.
GENERAL

3.1. RIGHT TO TERMINATE OPTIONS ON SALE OF CORPORATION

Notwithstanding any other provision of this Plan, if the Board at any time
by resolution declares it advisable to do so in connection with any of the
following events (each, a "Proposed Transaction"):

(a) a proposed sale or conveyance of Shares or other securities of the
Corporation pursuant to which the proposed purchaser of the Shares
(other than a purchaser that is Dan Family Holdings Ltd. or any
Person Controlled by Leslie Dan) would acquire Control of the
Corporation;

(b) any proposed sale or conveyance of all or substantially all of the
property and assets of the Corporation;

(d) any similar proposed transaction;

the Corporation may give written notice to any or all Participants advising
either that their respective Options, including Options held by their RRSPs or
Holding Companies (whether or not currently exerciseable), are then exercisable
or that all or some of their Options, including Options held by their RRSPs or
Holding Companies (whether or not currently exercisable) may be exercised only
within 30 days after the date of the notice and not thereafter and that all
rights of the Participants, their RRSPs and Holding Companies under any Options
not exercised will terminate at the expiration of this 30-day period, provided
that the Proposed Transaction is completed within 180 days after the date of the
notice. If the Proposed Transaction is not completed within the 180-day period,
no right under any Option will be affected by the notice, except that the Option

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may not be exercised between the date of expiration of the 30-day period and the
day after the expiration of the 180-day period.

3.2. PROHIBITION ON TRANSFER OF OPTIONS

Options are personal to each Eligible Person. No Eligible Person or RRSP
or Holding Company of an eligible person may deal with any Options or any
interest in any Option or Transfer any Options now or hereafter held by
the Eligible Person or RRSP or Holding Company except in accordance with
the Plan. If a Participant's Holding Company ceases to be owned and
controlled by the Participant, such Participant will be deemed to have
Transferred any Options held by such holding company. A purported Transfer
of any Options in violation of the Plan will not be valid and the
Corporation will not issue any Share upon the attempted exercise of
improperly Transferred Options.

3.3. CAPITAL ADJUSTMENTS

If there is any change in the outstanding Shares by reason of a stock
dividend or split, recapitalization, consolidation, combination or
exchange of shares, or other fundamental corporate change, the Board will
make, subject to any prior approval required of relevant stock exchanges
or other applicable regulatory authorities, if any, an appropriate
substitution or adjustment in (i) the exercise price of any unexercised
Options; and (ii) the number or kind of shares or other securities
reserved for issuance pursuant to this Plan; provided, however, that no
substitution or adjustment will obligate the Corporation to issue or sell
fractional shares. In the event of the reorganization of the Corporation
or the amalgamation or consolidation of the Corporation with another
corporation, the Board may make such provision for the protection of the
rights of Eligible Persons, Participants, their RRSPs and their Holding
Companies as the Board in its discretion deems appropriate. The
determination of the Board, as to any adjustment or as to there being no
need for adjustment, will be final and binding on all parties.

3.4. NON-EXCLUSIVITY

Nothing contained herein will prevent the Board from adopting other or
additional compensation arrangements for the benefit of any Eligible
Person or Participant, subject to any required regulatory or shareholder
approval.

3.5. AMENDMENT AND TERMINATION

(a) The Board may amend, suspend or terminate this Plan or any portion
thereof at any time in accordance with applicable legislation, and
subject to any required regulatory or shareholder approval. Subject
to Section 3.1, no amendment, suspension or termination will alter
or impair any Options, or any rights pursuant thereto, granted
previously to any Participant, the Participant's RRSP or the
Participant's Holding Company without the consent of that
Participant.

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(b) If this Plan is terminated, the provisions of this Plan and any
administrative guidelines, and other rules and Regulations adopted
by the Board and in force at the time of this Plan, will continue in
effect as long as any Options or any rights pursuant thereto remain
outstanding. However, notwithstanding the termination of the Plan,
the Board may make any amendments to the Plan or Options it would be
entitled to make if the Plan were still in effect.

3.6. COMPLIANCE WITH LEGISLATION

The Board may postpone or adjust any exercise of any Option or the issue
of any Shares pursuant to this Plan as the Board in its discretion may
deem necessary in order to permit the Corporation to effect or maintain
registration of this Plan or the Shares issuable pursuant thereto under
the securities laws of any applicable jurisdiction, or to determine that
the Shares and this Plan are exempt from such registration. The
Corporation is not obligated by any provision of this Plan or any grant
hereunder to sell or issue Shares in violation of any applicable law. In
addition, if the Shares are listed on a stock exchange, the Corporation
will have no obligation to issue any Shares pursuant to this Plan unless
the Shares have been duly listed, upon official notice of issuance, on a
stock exchange on which the Shares are listed for trading.

3.7. EFFECTIVE DATE

This Plan will become effective on the date shareholder and regulatory
approval is obtained.