KUZA HYGIENE LTD

SHARE OPTION PLAN

1. PURPOSE OF THE PLAN

The purpose of this Share Option Plan (the Plan) is to provide KUZA HYGIENE LTD “the
Company” with a share-related mechanism to attract, retain and motivate Participants whose
skills, performance and loyalty to the Company are necessary to its image, reputation or activities.

2. DEFINITIONS

In this Plan:

"Committee" means the appropriate compensation committee of one or more members appointed
by the Board of Directors to administer the Plan. All references in the Plan to the Committee
means the Board of Directors if no Committee has been appointed;

"Non-voting Shares" means the non-voting shares of the Company under its Memorandum and
Articles of Association;

"Control" means the ownership of sufficient number of securities of the Company, other than by
way of security only, the voting rights attached to which entitle the holder(s) thereof to elect a
majority of the directors of the Company;

"Controlling Shareholder" means that person or combination of persons with voting rights, who
individually or acting jointly and in concert, have Control of the Company;

"Date of Grant" means the date a participant is granted an option to purchase Option Shares;

"Eligible Person" means an individual who is designated by the Committee as eligible to

participate in the Plan;

"Employee" means person under a contract of service as defined under the Employment Act 2006
of Uganda whether employed on a full-time or part-time basis by the Company or its subsidiaries;

"Exercise Date" means the date on which the Company receives from the Participant a completed
Share Option Exercise Form together with payment for the Option Shares being purchased;

"Exercise Period" means the period from the Vesting Date to the Expiry Date, inclusive, during
which a particular Option may be exercised;

"Exercise Price" means the price per share at which a Participant may purchase Option Shares;

"Expiry Date" means the date on which an Option expires and may no longer be exercised
pursuant to this Plan;

"Option" means an option to purchase Option Shares granted hereunder to an Eligible Person;

"Option Agreement" means the form of agreement annexed hereto as Schedule "A" as same may
be amended, restated, supplemented or replaced from time to time;

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"Option Shares" means collectively, (i) any Common Shares held by the Participants who have
exercised Options, and (ii) any Common Shares issued by the Company to the Participant as a
stock dividend or other stock distribution in respect of any Option Shares held by the Participant
pursuant to this Agreement;

"Participant" means any Eligible Person who acquires and holds Options or Option Shares
pursuant to and in accordance with this Plan;

“Person” means any individual, Company, partnership, limited liability company, limited liability
partnership, firm, joint venture, association, joint-stock company, unincorporated organization,
trust, trustee, executor, administrator or other legal personal representative, regulatory body or
agency, government or governmental agency, authority or other entity howsoever designated or
constituted.

"Plan" means this Option Plan;

"Plan Securities" means collectively, Option Shares and Options;

"Register" means the register of Participant holdings of Plan Securities maintained by the
Company pursuant to this Plan;

"Sale Transaction" means (i) any merger, consolidation, sale of assets, recapitalization, sale,
transfer or issuance of shares by the Company or any holders thereof, or any series of such
transactions in each case, pursuant to which the shareholders of the Company immediately prior
to such transaction or series of transactions possess less than 50% of the voting power or less
than 50% of the total market value of the surviving or successor entity (or its parent) immediately
after the transaction or series of transactions, (ii) a transaction or series of transactions in which
immediately after such transaction or series of transactions one Person or group of Persons, other
than the parties hereto as of the date hereof, has the voting power to elect a majority of the Board
of Directors, (iii) the sale, lease transfer or other disposition of all or substantially all of the assets
of the Company, or (iv) a liquidation of the Company;

"Stock Option Exercise Form" means the form of agreement to purchase Option Shares annexed
hereto as Schedule "B" as same may be amended, restated, supplemented or replaced from time
to time; and

"Vesting Date" means the date or dates determined in accordance with Section 6. on and after
which an Option or part thereof may be exercised upon the occurrence of a Triggering Event.

The inclusion of headings and a table of contents in this Plan is for convenience of reference only
and will not affect the construction or interpretation of the Plan.

In this Plan, unless the context otherwise requires, words importing the singular include the plural
and vice versa and words importing gender include all genders.

Except where otherwise expressly provided, all amounts in this Plan are stated and will be paid in
Ugandan currency.

Each of the provisions contained in this Plan is distinct and severable and a declaration of
invalidity or unenforceability of any provision or part by a court of competent jurisdiction will not
affect the validity or enforceability of any other provision of the Plan. To the extent permitted by
applicable law, the Company and all Participants waive any provision of law which renders any
provision of this Plan invalid or unenforceable in any respect.

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 This Plan and each Option Agreement constitutes the entire agreement between the parties
pertaining to the subject matter of those documents. There are no warranties, conditions, or
representations (including any that may be implied by statute) and there are no agreements in
connection with the subject matter except as specifically set out or referred to in those
documents.

3. ELIGIBILITY

The Participants under this Plan shall be all Employees, Executive Directors, Non-Executive
Directors and Board Advisors appointed under the company’s Articles and they shall be eligible to
participate in the Plan but eligibility to participate does not confer upon any participant any right to
be granted Options or Option Shares. The extent to which any Participant shall be entitled to
participate in the Plan shall be determined by and be in the sole and absolute discretion of the
Committee.

4. NUMBER OF OPTION SHARES A PARTICIPANT IS ENTITLED TO PURCHASE

The number of Option Shares that a Participant is entitled to purchase under Options to be
granted hereunder will be determined by the Committee. The aggregate number of Option
Shares available for issuance under options to be granted under the Plan is initially limited to
2000 Non-voting shares. Any Non-voting share subject to an Option that, for any reason, has
been cancelled or terminated without having been exercised, will again be available for issuance
under this Plan. The number of Option Shares available for issuance under Options to be
granted hereunder may be increased or decreased from time to time in accordance with
applicable laws and the Articles of Association of the Company and subject to Section 11 of the
Plan.

5. PRICE FOR OPTION SHARES

The Committee may from time to time grant any Eligible Person an Option to purchase a
specified number of Option Shares at a specified Exercise Price, provided that the Exercise Price
shall not be lower than the par value of the shares offered under the option . Should the Shares
under the Option Plan ever be listed on a recognized stock exchange, the Exercise Price shall not
be lower than the fair market value of the shares under offered under the option and the fair
market value with respect to subsequent grants of Options under the Plan shall be established in
accordance with the applicable rules and policies of such stock exchange(s) and other regulatory
bodies having jurisdiction over the Company from time to time.

6. VESTING AND EXERCISE

Subject to the provisions of this Plan:

(a) The Expiry Date of an Option shall be the second anniversary of the Date of Grant unless
otherwise fixed by the Committee at the time of grant, provided that such date shall not be
later than the tenth anniversary of the Date of Grant;

(b) The Vesting Date of an option shall be the date or dates so fixed by the Committee at the
time a particular Option is granted.

(c) Vested Options may be exercised by the Participant delivering an executed Stock Option
Exercise Form and Exercise Price for the Options being exercised to the Company.

7. SALE TRANSACTION

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In the event of a Sale Transaction, the Committee, or the board of directors of any entity assuming the
obligations of the Company, having regard to its fiduciary duties and the best interests of the Company,
will address the economic value and other appropriate conditions of the rights that Participants, as a
group, have in outstanding Options or Option Shares in whatever manner the Board deems to be
reasonable in the circumstances, including any of the following:

(i) provide that the Options are assumed, or rights equivalent to the Options are substituted,
by the acquiring or succeeding Company (or a Related Entity);

(ii) in case of a Sale Transaction under the terms of which holders of shares will receive cash
and/or other consideration for each share surrendered in the Sale Transaction, provide for
the delivery to each Participant of the cash and/or other consideration that the Participant
would have received had the Participant exercised all of the Participant’s outstanding
vested Options immediately prior to the Sale Transaction less the amount the Participant
would have been required to pay to the Company on that exercise, in cash and/or in a
portion of any other consideration having a fair value equal to the amount, in exchange for
the termination of all of the Participant’s vested and unvested Options;

(iii) require Participants to surrender their outstanding Options or Option Shares in exchange
for a payment, in cash, shares or other appropriate consideration as determined by the
Committee, in an amount equal to the amount by which the then par value or fair market
value of the Option Shares (as determined by the Committee and confirmed by the Board
of Directors) whichever is higher, subject to each Participant’s vested Options exceeds
the exercise price of those Options;

(iv) complete a transaction or series of transactions which are intended to provide to

Participants economic consequences which are substantially similar to or more favourable
than those provided in paragraphs (i) through (iii) above; or

(v) complete a combination of the procedures contemplated by paragraphs (i) through (iii)
above, including providing on a good faith basis for certain Participants or groups of
Participants to be subject to different procedures than other Participants or groups of
Participants;

and concurrent with the completion of the Sale Transaction (or earlier if determined by the Board of
Directors of the Company) all unvested Options will accelerate and fully vest.

8. PERMITTED AND REQUIRED TRANSFERS

Except as specifically permitted or required in this Plan, the Participant shall not transfer or
encumber or grant any right or interest in any Plan Securities, and any purported transfer in
violation of this Section shall be void and shall not be required to be registered in the books of the
Company or otherwise recognized by the Company.

9. TERMINATION OF OPTIONS

Any Option or part thereof which is not exercised during the Exercise Period shall terminate and
become null, void and of no effect as of the day immediately following the Expiry Date. Subject to
the provisions of the Option Agreement, the Expiry Date of an Option shall be determined as
follows:

(a) Death – Notwithstanding the stated Expiry Date of any Option, the Expiry Date of an
Option held by a Participant immediately prior to his or her death shall be the fourteenth
day following the date of his or her death.

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 (b) Retirement – Notwithstanding the stated Expiry Date of any Option, the Expiry Date for a
Participant who retires from active employment with the Company or a subsidiary in
accordance with the Company’s or subsidiary’s policies in effect from time to time relating
to retirement, but not pursuant to circumstances described in paragraph (c) or (d) below
shall be the earlier of the Expiry Date stated at the time of the granting the Option or the
date 2 months following the date of such retirement.

(c) Termination for Cause – Notwithstanding the stated Expiry Date of any Option, the Expiry
Date of an Option for an Employee who is a Participant and who is terminated for cause
shall be the date on which the Company gives notice to the Employee of the termination
of his or her employment.

(d) Termination other than for Cause – Notwithstanding the stated Expiry Date of any Option,
the Expiry Date for a Participant who ceases to be an Employee, Director or Board
Advisor for any reason other than death or termination for cause shall be the earlier of the
Expiry Date stated at the time of granting the Option and the date which is fourteen days
following the date on which such person ceases to be an Eligible Person.

(e) The Expiry Date of an Option (or any part thereof) which has not yet vested on the date of
occurrence of an event described above shall be the date of occurrence of such event
(and all Options that have not vested will no longer be exercisable), it being provided that
this provision will apply regardless of whether the Participant was entitled to a period of
notice of termination which may otherwise have ended during the Exercise Period.

For the purposes of this Plan, the transfer of an Employee’s employment or a Director or Board
Advisor’s appointment to the Company or to any subsidiary of the Company shall not be
considered a termination of a Director or Board Advisor’s appointment or an Employee’s
employment and the Employee, Director or Board Advisor’s rights under any option shall be the
same as if such transfer had not occurred. In the event that a director (who is not also an
employee) of the Company or one of its subsidiaries resigns or is replaced as a director prior to or
during the Exercise Period, such person shall be entitled to purchase all or a portion of the Option
Shares subject to the same provisions as set forth above which shall apply mutatis mutandis.

10. TRANSFER AND ASSIGNMENT

The Participant's rights under any Options granted under the Plan are not assignable or
transferable by the Participant (whether directly or indirectly, including by way of pledge). A
purported transfer or assignment of an Option in violation of this Plan will not be valid and the
Company will not issue any Common Shares upon the attempted exercise of that Opinion. The
obligations of each Participant shall be binding on his heirs, executors and administrators.

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11. ADJUSTMENTS

If, prior to the complete exercise of an Option a stock dividend is paid on the Shares under the
Option Plan or if the shares are consolidated, subdivided, converted, exchanged or reclassified or
in any way substituted for securities or property of the Company or of any other Company, an
Option, to the extent it has not been completely exercised, shall entitle the Participant, upon the
exercise of the Option, to such number and kind of shares or other securities or property to which
the Participant would have been entitled as a result of such occurrence had such Participant
actually exercised the unexercised portion of the Option immediately prior to such occurrence.
The Exercise Price in such cases shall be the same as if the originally optioned shares of the
Company were being purchased hereunder.

No fractional shares or other security shall be issued upon the exercise of an Option and
accordingly, if as a result of the operation of this section, a Participant would become entitled to a
fractional share or other security, such Participant shall have the right to purchase only the next
lowest whole number of shares or other security and no payment or other adjustment shall be
made with respect to the fractional interest so disregarded. Upon the occurrence of any event
contemplated by this Section, the number of Common Shares available for issuance shall be
appropriately adjusted.

12. OPTIONS NON-CONTRACTUAL

The granting of an option to an Eligible Person under the Plan does not confer upon the Eligible
Person any right to expectation of employment or appointment by, or any right to continue in the
employment of or any appointed role with, the Company or any subsidiary of the Company. The
participation to this Plan is not a condition of the employment of an Eligible Person and is
voluntary.

13. RIGHTS AS SHAREHOLDERS

The Participant shall not have any rights as a shareholder with respect to Option Shares until full
payment has been made to the Company and all conditions of exercise have been complied with.

14. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Board of Directors or the Committee. The Board of
Directors or the Committee shall have the power to interpret and construe the terms and
conditions of the Plan and the options. Any determination by the Board of Directors shall be final
and binding on all persons affected thereby. Any determination by the Committee shall be final
and binding on all persons affected thereby unless otherwise determined by the Board of
Directors. No member of the Board of Directors or the Committee will be liable for any act or
omission (whether or not negligent) taken or omitted in good faith, or for the exercise of an
authority or discretion granted in connection with the Plan to the Board of Directors or the
Committee, or for the acts or omission of any other members of the Board of Directors or the
Committee. All rights and obligations of the Participants relating to any Plan Securities, including
without limitation, all rights and obligations relating to the holding, assignment, pledge, transfer,
sale or other disposition of Plan Securities, shall be governed by the provision of this Plan. The
Participant shall not have any rights with respect to any Plan Securities except as specifically
provided by this Plan.

15. NOTICES

All written notices to be given by the Participant to the Company may be delivered personally or
by registered mail, postage prepaid, addressed as follows:

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 969 Finley Avenue, Ajax, ON, L1S 3V5

Attention: Ngure Brian

Any notice given by the Participant pursuant to the terms of the Plan shall not be effective until
actually received by the Company at the above address. Any notice given by the Company to a
Participant or an Eligible Person may be delivered personally, or by registered mail, postage
prepaid, to the last address of the Participant reflected on the records of the Company and shall
be effective upon personal delivery or upon delivery at the address aforesaid.

16. CORPORATE ACTION

Nothing contained in the Plan or in any option shall be construed so as to prevent the Company
or any subsidiary of the Company from taking corporate action, including the issuance of
securities from treasury, which is deemed by the Company or the subsidiary to be appropriate or
in its best interest, whether or not such action would have an adverse effect on the Plan or the
rights of Participants thereunder.

17. AMENDMENTS

The Board of Directors of the Company shall have the right, in its sole discretion, to alter, amend,
suspend or terminate the Plan from time to time and at any time. No such amendment, however,
may, without the consent of the affected Participant, impair his rights or increase his obligations
under the Plan and any termination shall not affect any Plan securities then held by the
Participant and the provisions of this Plan shall continue to be applicable to any such Plan
Securities and to any Participants on whose behalf they are held, provided that no further Options
shall be granted following termination of the Plan. If this Plan is terminated, the provisions of this
Plan and any administrative guidelines and other rules adopted by the Board and in force when
this Plan is terminated will continue in effect as long as any Option, or any right under an Option,
remains outstanding. However, notwithstanding the termination of this Plan, the Board may make
any amendments to this Plan, or to any outstanding Option, that it would be entitled to make if this
Plan were still in effect.

18. GOVERNING LAW

The Plan is established under the laws of Uganda and the rights of all parties and the
construction and effect of each provision of the Plan shall be according to the laws of Uganda.

19. PURCHASE OF INVESTMENT

The Company hereby informs each Participant that the Options and the Option Shares have not
been qualified by prospectus and are subject to indefinite hold periods. The Company is under
no obligation to qualify or register these securities. The Company will make available to such
Participant only such information which the Company is required to provide under the laws of the
Company's jurisdiction.

Each Participant will, upon receipt of a copy of the Plan and upon the exercise of an Option be
deemed to have, irrevocably and unconditionally represented and warranted to the Company as a
condition of the exercise of the Option that the purchase of Option Shares upon the exercise of
any options granted under the Plan to the Participant will be for the purposes of investment only
and not with a view to distribution.

20. RESTRICTIONS

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 The Company hereby informs each Participant that the Options and the Option Shares may not
be freely traded and are subject, in addition to the restrictions set forth in Section 19 above and to
the restrictions contained in the constating documents of the Company.

21. AGREEMENT

The Company and every Participant shall be bound by the terms and conditions of the Plan by
the delivery thereof to a Participant.

DATED this _______ day of ______________, 20_____

KUZA HYGIENE LTD.

Per:

Name:
Title:

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 SCHEDULE "A"

PARTICIPANT AGREEMENT

Form of Option Agreement

KUZA HYGIENE LTD

Date: ____________________

PERSONAL & CONFIDENTIAL

Name:

Address:

Dear ____________

Grant of Option

I am very pleased to advise you that the Board of Directors of Kuza Hygiene Ltd (the Company) has
granted to you an option (the Option) to purchase ___________ Non-voting shares (the Shares) of the
Company. This Option was granted on the basis set out in this letter, and is subject to the Share Option
Plan of the Company (the Plan), a copy of which is enclosed. This letter and the Plan are referred to
collectively as the “Option Documents”. All capitalized terms not otherwise defined in this letter have the
meanings given to them in the Plan.

Date of grant of Option:

The total number of Shares subject to this

Option is:

The exercise price of this Option is:

Vesting of Options

Your Options will “vest” or become exercisable from the date of signing the Option Documents.

Expiry of Option

Subject to earlier expiration in accordance with the Option Documents, your rights to purchase Shares
under this Option will expire at 11:59 p.m. on: __________________________

Exercise of Option

This Option may be exercised in whole or in part in respect of the vested portion of the Option at any time
prior to expiry of the Option by delivery of written notice in a form attached to this Agreement to the
address and person set out in the Plan by

 exercising all or part of the vested portion of the Option for a number of Shares specified to be
purchased and enclosing payment by bank draft or certified cheque of the total purchase price
of the Shares.

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Upon each exercise of an Option or a portion thereof hereunder, the Company shall cause to be issued
and registered in the name of the Participant in the records of the Company the number of Option Shares
paid for by the Participant in connection with that exercise of Option.

You hereby consent to do all things as may be necessary in order to exempt the Company from any
statutory requirements regarding the appointment of an auditor in respect of any financial year of the
Company and, in consequence thereof, further irrevocably consent to the preparation by the Company of
consolidated and unaudited financial statements in respect to the Company and its subsidiaries (if any)
which financial statements shall constitute the annual financial statements of the Company for the
purposes of any statutory requirements.

Tax Consequences

Receiving a grant of an Option, exercising an Option and selling Option Shares received upon exercise of
an Option may all result in tax consequences, which will differ depending on your jurisdiction of residence.
The Company may impose requirements in relation to your exercise of an Option or subsequent sale of
Option Shares issued upon exercise of an Option, to ensure compliance with taxation laws related to
withholdings and remittances. You are strongly urged to consult your tax advisor as to the various tax
consequences.

Options and Your Service to the Company

Nothing in the Option Documents will affect the right of the Company to terminate your services,
responsibilities or duties to the Company and its Related Entities at any time for any reason. Regardless
of the reason for your termination, your rights to exercise this Option will be restricted to those rights which
have vested and not expired on or prior to your termination. In any claim for wrongful dismissal, no
consideration will be given to any Options that might have vested during an appropriate notice period, all
as described in the Plan. As set out in the Plan, your participation in the Plan and any purchase of Option
Shares upon exercise of an Option is voluntary, and neither the participation nor any purchase will have
any effect, positively or negatively, on your appointment, employment or engagement by the Company.

Becoming a Public Company

If the Company or any of its Related Entity decides to become a public company, to the extent that any
applicable regulatory authority or underwriter requires that all or any part of your holdings of Options
and/or Option Shares be held in escrow or be locked-up, you agree to do so promptly on request by the
Company. In addition, if any applicable regulatory authority resists the application of the Company to
become a public Company on the basis of the existence or the exercise price of then outstanding Options,
the Company may give notice to you requiring action that will satisfy the regulatory authorities (including
requiring that you exercise all or part of your Options immediately) and you agree to take the required
action promptly.

No Transfers

This Option is personal to you alone and may not be sold or transferred in any way, except as described in
the Plan. There are similar restrictions on the transfer of Shares issued under your Option, as described
in the Plan.

Confidentiality

The Plan and the terms of this Option Agreement are to be treated by you as confidential.

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Decisions of Board Binding

All decisions made by the Board of Directors with regard to any questions arising in connection with the
Plan and this Option Agreement, whether of interpretation or otherwise, will be final and binding on all
parties.

Acceptance of Option

Please indicate acceptance of this agreement by signing where indicated below on the enclosed copy of
this letter and returning the signed copies to the Company to the attention of Ngure Brian.

By signing and delivering this agreement, you are acknowledging receipt of copies of the Plan and having
been provided with an opportunity to consider the Plan and to seek independent legal advice with respect
to them, and are agreeing to be bound by all terms of this letter and the Plan.

Yours truly,

KUZA HYGIENE LTD

By:

Name:
Title:

I have read and agree to be bound by this letter and the Plan.

Signature:

Name (print):

Address:

Date:

Witness Signature:

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Witness Name print):

SCHEDULE "B"

STOCK OPTION EXERCISE FORM

To: KUZA HYGIENE LTD

(the Company)

I hereby elect to purchase Non-voting shares of the Company pursuant to the Share Option Plan
(the Plan) in such number and at the price per Common Share as granted under the Plan and set forth
below:

NUMBER PRICE TOTAL PRICE

(i) __________ Non-voting Shares @ UgShs. 100 = UgShs. ________

(ii) __________ Non-voting Shares @ UgShs.________ = UgShs. ________

(iii) __________ Non-voting Shares @ UgShs.________ = UgShs. ________

TOTAL __________ Non-voting Shares UgShs. ________

Payment for the Common Shares which I wish to purchase is enclosed in accordance with the
terms of the Plan.

I hereby acknowledge that Common Shares purchased hereunder are subject to the provisions of
the Plan and the Option Agreement annexed thereto as Schedule "A" and that payment for the Common
Shares purchased hereunder shall irrevocably constitute my acknowledgement and acceptance of the
terms thereof and my agreement to be bound to the terms of the Option Agreement as a party thereto.

I further acknowledge that any certificate(s) representing the Common Shares purchased
hereunder shall bear the following legend:

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DATED this ___ day of _____, ______.

Brian Nuwagaba

(Address)

(Signature)

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