MBDOCS_3496715.4

CRYSTALLEX INTERNATIONAL CORPORATION

INCENTIVE SHARE OPTION PLAN

as amended and restated

as of June 21, 2007

MBDOCS_3496715.4

INCENTIVE SHARE OPTION PLAN

1. GENERAL PROVISIONS

1.1 Interpretation

For the purposes of the Plan, the following terms shall have the following meanings:

(a) “affiliate”, “associate” and “subsidiary” have the meanings ascribed to those terms

in Section 1 of the Securities Act (Ontario);

(b) “Board” means the Board of Directors of the Corporation;

(c) “Business Day” means a day on which banks are open for business in the City of

Toronto, Ontario but does not include a Saturday, Sunday or holiday in the

Province of Ontario.

(d) “Common Shares” means the Common Shares of the Corporation;

(e) “Corporation” means Crystallex International Corporation;

(f) “Consultant” means an individual (including an individual whose services are

contracted through a corporation the shares of which are beneficially owned,

directly or indirectly, by the individual) with whom the Corporation or any of its

subsidiaries has a contract for substantial services;

(g) “Director” means a director of the Corporation;

(h) “Eligible Person” means a director, officer, employee, part-time employee or

Consultant of the Corporation or any corporation that is an associate, affiliate or

subsidiary of the Corporation;

(i) “Insider” means:

(i) an insider as defined in Section 1(1) of the Securities Act (Ontario), other

than a person who falls within that definition solely by virtue of being a

director or senior officer of a subsidiary of the Corporation, and

(ii) an associate of any person who is an insider by virtue of (i) above;

(j) “Option” means an option to purchase Common Shares granted to an Eligible

Person pursuant to the terms of the Plan;

(k) “Outstanding Issue” at any time means the number of issued and outstanding

Common Shares, on a non-diluted basis, at that time;

(l) “Participant” means an Eligible Person to whom an Option has been granted;

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(m) “Plan” means this amended and restated Incentive Share Option Plan of the

Corporation;

(n) “Share Compensation Arrangement” means any stock option, stock option plan,

employee stock purchase plan or any other compensation or incentive mechanism

involving the issuance or potential issuance of Common Shares, including a share

purchase from treasury which is financially assisted by the Corporation by way of a

loan, guarantee or otherwise; and

(o) “Termination Date” means the date on which a Participant ceases to be an Eligible

Person.

Words importing the singular number only shall include the plural and vice versa and

words importing the masculine shall include the feminine.

The Plan and all matters to which reference is made herein shall be governed by and

interpreted in accordance with the laws of the Province of Ontario and the laws of Canada

applicable therein.

1.2 Purpose

The purpose of the Plan is to advance the interests of the Corporation by providing Eligible

Persons with additional economic incentive, encouraging stock ownership by Eligible Persons,

increasing the proprietary interest of Eligible Persons in the success of the Corporation,

encouraging Eligible Persons to remain with the Corporation, and attracting new employees and

officers to the Corporation and its associates, affiliates and subsidiaries.

1.3 Administration

(a) The Plan shall 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 three

directors. If a committee is appointed for this purpose, all references to the Board

will be deemed to be references to the committee.

(b) Subject to the limitations of the Plan, the Board shall have the authority:

(i) to interpret the Plan and to adopt, amend and rescind such administrative

guidelines and other rules and regulations relating to the Plan as it shall

from time to time deem advisable, and

(ii) to make all other determinations and to take all other actions in connection

with the implementation and administration of the Plan including, without

limitation, for the purpose of ensuring compliance with Section 3.4 hereof,

as it may deem necessary or advisable.

The Board’s guidelines, rules, regulations, interpretations and determinations shall

be conclusive and binding upon the Corporation and all Eligible Persons.

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(c) If the Corporation enters into a transaction that results in a merger, amalgamation,

plan of arrangement, consolidation, reorganization or other business combination

pursuant to which the business of the Corporation is combined with that of any

third party; a third party makes a take-over bid for the Corporation or the

Corporation enters into a transaction that results in a third party acquiring all or

substantially all of the assets of the corporation by way of purchase, lease or any

other means, the Board may make such provisions for the protection of the rights of

Participants as the Board in its discretion deems appropriate, including amending or

waiving any restrictions applicable to the exercise of outstanding Options.

(d) With the consent of the affected Participants, and subject to any required regulatory

or other approval, the Board may amend or modify any outstanding Options in any

manner.

1.4 Shares Reserved

(a) The maximum number of Common Shares issued and issuable under the Plan at

any time and from time to time shall be 10% of the Outstanding Issue.

(b) The maximum number of Common Shares issuable to any one person at any time

under the Plan shall not exceed 5% of the Outstanding Issue.

(c) The maximum number of Common Shares issued or issuable to Insiders at any time

under the Plan and any other Stock Compensation Arrangement shall not exceed

10% of the Outstanding Issue.

(d) Any Common Shares subject to an Option that for any reason is cancelled or

terminated without having been exercised shall again be available for grant under

the Plan.

(e) If there is a change in the outstanding Common Shares by reason of any stock

dividend or any recapitalization, amalgamation, subdivision, consolidation,

combination or exchange of shares, or other corporate change, subject to any

required regulatory approval, the Board shall make appropriate substitutions or

adjustments in:

(i) the number or kind of shares or other securities issued and issuable pursuant

to the Plan, and

(ii) the number and kind of shares subject to unexercised Options theretofore

granted and in the exercise price of such Options,

provided, however, that no substitution or adjustment shall obligate the Corporation

to issue or sell fractional shares.

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1.5 Limits with respect to Directors

(a) Subject to Subsection 1.5(b), the maximum number of Options that may be granted

to a Director under the Plan in respect of his service as a Director is: 50,000 upon

his first election or appointment as a Director and 25,000 upon his re-election or reappointment

as a Director for any year thereafter.

(b) The limitation in Subsection 1.5(a) shall not apply to:

(i) any Options that may be granted to a Director in respect of his service as

any other type of Eligible Person;

(ii) any Options that may be granted to a Director in respect of his service as the

chair or a member of any committee of the Board; and

(iii) any Options that may be granted to a Director in respect of his contribution

as a Director that the Board considers exceptional and outside the scope of

the contribution ordinarily expected of a Director.

2. OPTIONS

2.1 Grants

Subject to the provisions of the Plan, the Board shall have the authority to issue Options to

Eligible Persons and to determine the limitations, restrictions and conditions, if any, in addition to

those set forth in Sections 2.2 and 2.3, applicable to such grant and the exercise of such Options,

including:

(a) the nature and duration of any restrictions on the exercise of such Options or the

sale or other disposition of Common Shares acquired upon exercise of such

Options; and

(b) the nature of the events, if any, and the duration of the period in which any

Participant’s rights in respect of Common Shares acquired upon exercise of an

Option may be forfeited.

An Eligible Person may receive Options on more than one occasion under the Plan and

may receive separate Options on any one occasion.

2.2 Exercise Price

The Board shall establish the exercise price for each Option at the time such Option is

granted. The exercise price of any Option granted by the Board shall not be less than the closing

price of the Common Shares on the Toronto Stock Exchange on the trading day immediately

preceding the date of the grant of the Option.

The exercise price shall be subject to adjustment in accordance with the provisions of

Subsection 1.4(e).

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2.3 Exercise of Options

(a) Subject to Subsections 2.3(c), (e) and (f), all Options granted by the Board shall

expire and be of no further force or effect on the first to occur of: (i) the 10th

anniversary of the date of the grant of the Option; and (ii) such earlier date as the

Board may determine at the time of grant of the Option (the “Expiry Date”).

(b) The Board may determine when any Option will become exercisable and may

determine that the Option shall be exercisable in instalments.

(c) In the event that the Expiry Date of any Option would otherwise occur during or

within 10 Business Days following the end of a period in which the trading of the

Common Shares is restricted by the policies of the Corporation (a “Blackout

Period”), then the Expiry Date of such Option shall be extended to the date which

is the tenth (10th) Business Day following the expiration of the Blackout Period.

(d) Options shall not be transferable by the Participant otherwise than on death by will

or the laws of descent and distribution, and shall be exercisable during the lifetime

of a Participant only by the Participant and after death only by the Participant’s

legal representative.

(e) Unless otherwise determined by the Board or provided in an employment

agreement between the Corporation and the Participant, if any portion of an Option

held by the Participant is not vested by the Termination Date, that portion of the

Option shall expire and may not under any circumstances be exercised by the

Participant. Without limitation, and for greater certainty only, this provision 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 with the

Participant.

(f) Unless otherwise determined by the Board, if a Participant ceases to be an Eligible

Person for any reason other than death, each Option held by the Participant and

vested on the Termination Date shall continue to be exercisable until the Expiry

Date.

(g) Subject to Subsection 2.3(a) and unless otherwise determined by the Board, if a

Participant ceases to be an Eligible Participant by reason of death, each Option held

by the Participant and vested on the Termination Date shall cease to be exercisable

12 months after the Termination Date.

(h) Each Option shall be confirmed by an option agreement executed by the

Corporation and by the Participant.

(i) Except as set forth in Subsection 2.3(j), the exercise price of each Common Share

purchased under an Option shall be paid in full in cash or by bank draft or certified

cheque at the time of such exercise, and upon receipt of payment in full, but subject

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to the terms of the Plan, the number of Common Shares in respect of which the

Option is exercised shall be duly issued as fully paid and non-assessable.

(j) In lieu of exercising an Option in accordance with Subsection 2.3(i), the Board may

permit a Participant to elect to receive, without payment by the Participant of any

additional consideration, Common Shares equal to the value of the Option (or the

portion thereof being exercised) by surrender of the Option at the principal office of

the Corporation, together with written notice reflecting such “cashless” exercise, in

which event the Corporation shall issue to the Participant a number of Common

Shares computed using the following formula:

X = Y (A – B)

A

Where: X = The number of Common Shares to be issued to the

Participant pursuant to the cashless exercise;

Y = The number of Common Shares in respect of which the

cashless exercise election is made;

A = The fair market value of one Common Share in the date of

exercise of the Option; and

B = The exercise price of the Option.

For the purposes of this Subsection, the fair market value of one Common Share as

of a particular date shall be the volume weighted average trading price of one

Common Share on the Toronto Stock Exchange over the period of 5 consecutive

trading days ending on and including the last trading day prior to the particular

cashless exercise date. Upon a cashless exercise in accordance with this

Subsection, the number of Common Shares which may be issued under this Plan

shall be reduced by the number of Shares referred to above as “X” and not the

number referred to as “Y”.

3. GENERAL

3.1 Amendments by the Board

Subject to Section 3.2, the Board may, subject to the policies, rules, regulations and

discretions of any stock exchange on which the Common Shares are from time to time

listed and to the requirements of any other applicable regulatory authority, at any time and

from time to time, without notice or shareholder approval, amend, suspend or terminate the

Plan, or any portion thereof, or any Option granted hereunder, in such respects as the

Board may consider advisable, provided that no option previously granted to a Participant

under the Plan shall be impaired. Without limiting the generality of the foregoing, the

Board may make the following types of amendments to the Plan without shareholder

approval:

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(a) Reduce the number of securities issuable under the Plan.

(b) Subject to subsection 3.2(c) below, increase or decrease the maximum number of

Common Shares any single Participant is entitled to receive under the Plan.

(c) Any amendment pertaining to the vesting provisions of each Option.

(d) Any amendment to the terms of the Plan relating to the effect of termination,

cessation of employment, disability or death of a Participant on the right to exercise

Options.

(e) Any amendment pertaining to the assignability of grants of Options required for

estate planning purposes.

(f) Increase the option period referred to in Subsection 2.3(c) and 2.3(f) of this Plan.

(g) Increase the exercise price or purchase price of any Option.

(h) Amend the process by which a Participant can exercise his or her Option, including

the required form of payment for the Common Shares, the form of exercise notice

and the place where such payments and notices must be delivered.

(i) Add and/or amend any form of financial assistance provision to the Plan.

(j) Add and/or amend a cashless exercise feature, payable in cash or Common Shares.

(k) Amend the eligibility requirements for Eligible Participants in the Plan.

(l) Any amendment as may be necessary or desirable to bring the Plan into compliance

with securities, corporate or tax laws and the rules and policies of any stock

exchange upon which the Common Shares are from time to time listed.

(m) Any amendment to add covenants of the Corporation for the protection of

Participants, provided that the Board shall be of the good faith opinion that such

additions will not be prejudicial to the rights or interests of the Participants.

(n) Any amendment not inconsistent with the Plan as may be necessary or desirable

with respect to matters or questions, which, in the good faith opinion of the Board,

having in mind the best interests of the Participants, it may be expedient to make,

provided that the Board shall be of the opinion that such amendments and

modifications will not be prejudicial to the interests of the Participants.

(o) Any such changes or corrections which, in the advise of counsel to the Corporation,

are required for the purpose of curing or correcting any ambiguity or defect or

inconsistent provision or clerical omission or mistake or manifest error, provided

that the Board shall be of the opinion that such changes or corrections will not be

prejudicial to the rights and interests of the Participants.

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3.2 Amendments Requiring Shareholder Approval

Notwithstanding any other provision of this Plan, none of the following amendments shall

be made to the Plan without the approval of the shareholders (excluding, if necessary, the

votes of securities held directly or indirectly by Insiders benefiting from such amendment):

(a) Amendments to the Plan which would increase the maximum number of Common

Shares issuable under the Plan as a fixed percentage of the Outstanding Issue,

otherwise than in accordance with Subsection 1.4(e) of this Plan.

(b) Amendments to the Plan which would result in a reduction in the exercise price or

purchase price, or cancellation and reissue of Options to an Insider.

(c) Any amendment to the Plan to increase the maximum number of Common Shares

that may be:

(i) issued to Insiders within any one year period, and

(ii) issuable to Insiders, at any time.

under the Plan or, when combined with the Corporation’s other security based

compensation arrangements, which could exceed 10% of the Outstanding Issue,

respectively.

(d) Any amendment to the Plan that extends the exercise period of an Option granted

to an Insider beyond the original Expiry Date, otherwise than in accordance with

Subsection 2.3(c) of this Plan.

(e) Any amendment to the Plan allowing awards granted under plans to be transferable

or assignable other than for normal estate settlement purposes.

(f) Any amendment to the amending provisions of the Plan other than as permitted

under the applicable rules and policies of the Toronto Stock Exchange or such other

exchange upon which the Common Shares of the Corporation may be posted and

listed for trading.

3.3 Termination

The Board may terminate the Plan or any portion thereof at any time in accordance with

applicable legislation, and subject to any required regulatory or other approval. No such

termination shall alter or impair the Options or any rights pursuant thereto granted previously to

any Participant without the consent of such Participant. If the Plan is terminated, the provisions of

the Plan and any administrative guidelines and other rules and regulations adopted by the Board

and in force at the time of termination shall continue in effect during such time as the Options

remain outstanding.

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3.4 Compliance with Legislation

The Plan, the grant and exercise of Options hereunder and the Corporation’s obligation to

sell and deliver Common Shares upon exercise of Options shall be subject to all applicable federal,

provincial and foreign laws, rules and regulations, the rules and regulations of any stock exchange

on which the Common Shares are listed for trading and to such regulatory and other approvals as

may, in the opinion of counsel to the Corporation, be required. The Corporation shall not be

obliged by any provision of the Plan or the grant of any Option hereunder to issue or sell Common

Shares in violation of such laws, rules and regulations or any condition of such approvals. No

Option shall be granted and no Common Shares issued or sold hereunder where such grant, issue

or sale would require registration of the Plan or of Common Shares under the securities laws of

any foreign jurisdiction and any purported grant of any Option or issue or sale of any Common

Shares hereunder in violation of this provision shall be void. In addition, the Corporation shall

have no obligation to issue any Common Shares pursuant to the Plan unless such Common Shares

shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the

Common Shares are listed for trading.

Common Shares issued and sold to Participants pursuant to the exercise of Options may be

subject to limitations on sale or resale under applicable securities laws.

3.5 Effective Date

The Plan shall be effective upon the approval of the Plan by:

(a) the Toronto Stock Exchange and any other exchange upon which the Common

Shares of the Corporation may be posted and listed for trading; and

(b) the shareholders of the Corporation, given by the affirmative vote of a majority of

the votes attached to the Common Shares of the Corporation entitled to vote, and

represented and voted at an annual or special meeting of the holders of such

Common Shares held, among other things, to consider and approve the Plan.

3.6 Miscellaneous

(a) Nothing contained in the Plan shall prevent the Board from adopting other or

additional compensation arrangements, subject to any required regulatory or other

approval.

(b) Nothing contained in the Plan or in any Option granted under the Plan shall give

any Participant any interest or title in or to any Common Shares of the Corporation

or any rights as a shareholder of the Corporation or any other legal or equitable

right against the Corporation whatsoever other than as set forth in the Plan and

upon the exercise of any Option.

(c) The Plan does not give any Participant or Eligible Person the right or obligation to

continue to serve as a director, officer or employee of the Corporation or any

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corporation that is an associate, affiliate or subsidiary of the Corporation. The

awarding of Options to any Eligible Person is a matter to be determined solely in

the discretion of the Board. The Plan shall not in any way fetter, limit, obligate,

restrict or constrain the Board with regard to the issue of Common Shares or any

other securities in the capital of the Corporation.

(d) No fractional Common Shares shall be issued upon the exercise of Options. If a

Participant would become entitled to a fractional Common Share upon the exercise

of an Option, the Participant shall only have the right to purchase the next lowest

whole number of Common Shares and no payment or other adjustment shall be

made with respect to the fractional Common Share disregarded.