EXHIBIT 4.2  




RNC GOLD INC.


AMENDED AND RESTATED
STOCK OPTION PLAN 




	1.  	  	INTERPRETATION:  






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



	  	(a)  	  	“Associate” has
the meaning ascribed thereto under Section 1(1)                of the Securities Act
(Ontario);  






	  	(b)  	  	“Board” means
the board of directors of the Company;  






	  	(c)  	  	“Company” means
RNC Gold Inc.;  






	  	(d)  	  	“Consultant” means
an individual (including an individual whose                services are contracted
through a personal holding corporation) with whom the                Company or a
subsidiary has a contract for management or consulting services;  






	  	(e)  	  	“Eligible
Person” means, subject to all applicable laws, any                employee,
senior officer, director or Consultant of the Company or any                Subsidiary or
any personal holding corporation controlled by an officer or                director of
the Company or any Subsidiary;  






	  	(f)  	  	“Insider” has
the meaning ascribed thereto under Section 1(1)                of the Securities Act
(Ontario), except that a person who falls within the                definition “Insider” solely
by virtue of being a director or senior                officer of a Subsidiary shall not
be considered to be an Insider for the                purposes hereof;  






	  	(g)  	  	“Option” means
an option to purchase Shares granted to an                Eligible Person pursuant to the
terms of the Plan;  






	  	(h)  	  	“Participant” means
Eligible Persons to whom Options have been                granted;  






	  	(i)  	  	“Plan” means
this Amended and Restated Share Option Plan of the                Company;  






	  	(j)  	  	“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 Shares,
including a                share purchase from treasury which is financially assisted by
the Company by way                of a loan, guarantee or otherwise;  






	  	(k)  	  	“Shares” means
the common shares of the Company;  






	  	(l)  	  	“Subsidiary” means
any company that is a subsidiary of the                Company as defined under Section
1(4) of the Securities Act (Ontario); and  
















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	  	(m) 	  	“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. 



        This
Plan and all matter 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. 



2.      PURPOSE: The purpose
of this Plan is to encourage ownership of the Shares                by directors,
officers and employees of the Company, and its Subsidiaries                thereof and
Consultants, who are primarily responsible for the management and
               profitable growth of its business and to advance the interests of the
Company by                providing additional incentive for superior performance by such
persons and to                enable the Company and its Subsidiaries to attract and
retain valued directors,                officers, employees and Consultants.  



3.      ADMINISTRATION: The
Plan shall be administered by the Board. Subject to                the limitations of the
Plan, the Board shall have the authority:  



	  	(a)  	  	to
grant options to purchase Shares to Eligible Persons;  






	  	(b)  	  	to
determine the terms, limitations, restrictions and conditions respecting such
               grants;  






	  	(c)  	  	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  






	  	(d)  	  	to
make all other determinations and to take all other actions in connection
               with the implementation and administration of the Plan as it may deem
necessary                or advisable.  






The Board’s guidelines, rules,
regulations, interpretations and determinations shall be conclusive and binding upon the
Company and all other persons. 



4.     SHARES
SUBJECT TO THE PLAN: The maximum number of Shares which may be           reserved and
set aside for issue under this Plan shall be 2,800,000, provided           that the Board
shall have the right, from time to time, to increase such number           subject to the
approval of the shareholders of the Company.  



        Any
Shares subject to an Option which for any reason is cancelled or terminated without having
been exercised shall again be available for grants under the Plan. No fractional Shares
shall be issued, and the Board may determine the manner in which fractional share value
shall be treated. 









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5.      PARTICIPATION: Options
shall be granted under the Plan only to Eligible                Persons designated from
time to time by the Board and shall be subject to the                approval of such
regulatory authorities as may have jurisdiction.  



6.      TERMS AND CONDITIONS OF
OPTIONS: The terms and conditions of each option                granted under the
Plan (an “Option”) shall include the following, as                well as such
other provisions, not inconsistent with the Plan, as may be deemed
               advisable by the Board including those contained in any stock option
agreement                entered into between the Company and an Participant:  



	  	(a) 	  	Option
Price: The option price of any Shares in respect of which an                Option
may be granted shall be fixed by the Board but shall be not less than the
               market price of the Shares at the time the Option is granted. For the
purpose of                this subparagraph 6(a), “market price” shall be
deemed to be the                closing price as reported by the Toronto Stock Exchange
on the day immediately                preceding the day upon which the Option is granted,
or if not so traded, the                average between the closing bid and asked prices
thereof as reported for the day                immediately preceding the day upon which
the Option is granted. In the                resolution allocating any Option, the Board
may determine that (i) the date of                grant of the Option shall be a future
date determined in the manner specified in                such resolution, in which case,
for the purpose of this subparagraph (a),                “market price” shall
be deemed to be the weighted average trading                price of the Shares as
reported by the Toronto Stock Exchange for five (5)                trading days preceding
the date of the grant, and (ii) the date or dates of the                vesting of the
Option shall be a future date or dates determined in the manner                specified
in such resolution. The Board may also determine that the option price                per
share may escalate at a specified rate dependent upon the date on which any
               Option may be exercised by the Participant.  






	  	(b) 	  	Payment:
The full purchase price of Shares purchased under an Option                shall be paid
in cash or certified funds upon the exercise thereof, and upon                receipt of
payment in full, but subject to the terms of the Plan, the number of
               Shares in respect of which the Option is exercised shall be duly issued as
fully                paid and nonassessable. A holder of an Option shall have none of the
rights of a                shareholder until the Shares are issued to him.  






	  	(c) 	  	Term
of Option: Options may be granted under this Plan exercisable over                a
period not exceeding five (5) years. Each Option shall be subject to earlier
               termination as provided in subparagraph 6(e).  






	  	(d) 	  	Exercise
of Option: Subject to the provisions contained in subparagraph                6(e),
no Option may be exercised unless the Participant is then an Eligible
               Person. This Plan shall not confer upon the Participant any right with
respect                to continuation of employment by the Company. Absence on leave
approved by an                officer of the Company or of any Subsidiary authorized to
give such approval                shall not be considered an interruption of employment
for any purpose of the                Plan. Subject to the provisions of the Plan, an
Option may be exercised from                time to time by  











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delivery
to the transfer agent of the Company at Toronto of written notice of exercise specifying
the number of Shares with respect to which the Option is being exercised and accompanied
by payment in full of the purchase price of the Shares then being purchased. 






	  	(e) 	  	Termination
of Options: Any Option granted pursuant hereto, to the extent                not
validly exercised, will terminate on the earlier of the following dates:  






	  	  	(i)  	  	           the
date of expiration specified in the Option agreement or in the resolution of
               the Board granting such Option, as the case may be, being not more than
five (5)                years after the date upon which the Option was granted;  






	  	  	(ii)  	  	             ninety
(90) days after the Participant ceases to be an Eligible Person, other
               than by reason of retirement, permanent disability or death. 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;  






	  	  	(iii)  	  	            one
hundred and eighty (180) days after the date of the death of the Participant
               during which period the Option may be exercised by the Participant’s
legal                representative or the person or persons to whom the deceased
Participant’s                rights under the Option shall pass by will or the
applicable laws of descent and                distribution, and only to the extent the
Participant would have been entitled to                exercise the Option on the date of
death; and  






	  	  	(iv)  	  	              ninety
(90) days after termination of the Participant’s employment by                reason
of pennanent disability or retirement under any retirement plan_ of the
               Company or any Subsidiary, during which ninety (90) day period the
Participant                may exercise the Option to the extent he was entitled to
exercise it at the time                of such termination, provided that if the
Participant shall die within such                ninety (90) day period, then such right
shall be extended to ninety (90) days                following the date of death of the
Participant and shall be exercisable only by                the persons described in
clause 6(e)(iii) hereof and only to the extent therein                set forth.  






	  	(f) 	  	Nontransferability
of Stock Option: No Option shall be transferable by                the Participant
other than by will or the laws of descent and distribution and                such Option
shall be exercisable during his lifetime only by the Participant.  






	  	(g) 	  	Applicable
Laws or Regulations: The Plan, the grant and exercise of                Options
hereunder and the Company’s obligation to sell and deliver Shares
               upon exercise of Options shall be subject to all applicable federal,
provincial                and foreign laws,  











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rules
and regulations, the rules and regulations of any stock exchange on which the Shares are
listed for trading and to such approvals by any regulatory or governmental agency as may,
in the opinion of counsel to the Company, be required. The Company shall not be obligated
by any provision of the Plan or the granting of any Option hereunder to issue or sell
Shares in violation of such laws, rules and regulations or any condition of such
approvals. No Option shall be granted and no Shares issued or sold hereunder where such
grant, issue or sale would require registration of the Plan or the Shares under the
securities laws of any foreign jurisdiction and any purported grant of any Option or issue
or sale of Shares hereunder in violation of this provision shall be void. In addition, the
Company shall have no obligation to issue any Shares pursuant to the Plan unless such
Shares shall have been duly listed, upon official notice of issuance, with all stock
exchanges on which the Shares are listed for trading. 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. 






7.      LIMITATIONS ON GRANT: 



	  	  	(a)  	  	           Subject
to subparagraph 7(b), the aggregate number of Shares in respect of which
               Options have been granted and remain outstanding under the Plan shall not
at any                time:  






	  	  	(i)  	  	           when
taken together with all of the Company’s Share Compensation
                    Arrangements then either in effect or proposed, be such as could
result, within                     a one-year period, in the issuance:  






	  	  	  	(A) 	  	to
Insiders of a number of Shares exceeding 10%; or.  






	  	  	  	(B) 	  	to
any one Insider and such Insider’s Associates of a number of Shares
          exceeding 5%;  






	  	  	  	(C) 	  	of
a number of Shares exceeding 10%;  






	  	
of
the number of issued and outstanding Shares (on a non-diluted basis) as at the
commencement of such one-year period;  






	  	  	(ii)  	  	in
the case of any one person, exceed 5% of the number of issued and outstanding
                    Shares (on a non-diluted basis) at that time; or  






	  	  	(iii)  	  	when
taken together with all of the Company’s Share Compensation
                    Arrangements then either in effect or proposed, exceed 10% of the
issued and                     outstanding Shares (on a non-diluted basis) at that time;
or  






	  	
For
the purposes of this paragraph, the number of issued and outstanding Shares shall be
determined on a non-diluted basis and shall exclude Shares issued pursuant to Share
Compensation Arrangements during the preceding one-year period. In addition, Options to
purchase Shares granted prior to the Participant becoming an Insider shall be excluded. 












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	  	(b)  	  	Notwithstanding
 subparagraph 7(a), the aggregate number of Shares in respect of which Options have
been granted and remain outstanding under the Plan may exceed the limits specified in
clauses (i) and (iii) of subparagraph 7(a), but only on the condition that all necessary
regulatory and shareholder approvals are obtained no later than the next following annual
general meeting of shareholders and provided that no Shares may be issued in respect of
Options granted prior to such approvals.  






8.      ADJUSTMENTS IN SHARES
SUBJECT TO THE PLAN: 



	  	(a) 	  	Subdivisions
and Redivisions: In the event of any subdivision or                redivision or
subdivisions or redivisions of the Shares at any time while any                Option is
outstanding into a greater number of Shares, the Company shall                thereafter
deliver at the time of exercise of any Option, in lieu of the number                of
Shares in respect of which such Option is then being exercised, such greater
               number of Shares as would result from said subdivision or redivision or
               subdivisions or redivisions had such Option been exercised before such
               subdivision or redivision or subdivisions or redivisions without the
Participant                making any additional payment or giving any other
consideration therefor.  






	  	(b) 	  	Consolidations:
In the event of any consolidation or consolidations of                the Shares at any
time while any Option is outstanding into a lesser number of                Shares, the
Company shall thereafter deliver, and the Participant shall accept,                at the
time of exercise of any Option, in lieu-of the number of Shares-in                respect
of which such Option is then being exercised, such lesser number of                Shares
as would result from such consolidation or consolidations had such Option
               been exercised before such consolidation or consolidations.  






	  	(c) 	  	Reclassifications/Changes:
In the event of any reclassification or change                or reclassifications or
changes of the Shares at any time while any Option is                outstanding, the
Company shall thereafter deliver at the time of exercise of any                Option
hereunder the number of securities of the Company of the appropriate                class
or classes resulting from said reclassification or change or
               reclassifications or changes as the Participant would have been entitled
to                receive in respect of the number of Shares in respect of which such
Option is                then being exercised had such Option been exercised before such
reclassification                or change or reclassifications or changes.  






	  	(d) 	  	Other
Capital Reorganizations: In the event of any capital reorganization                of
the Company at any time while any Option is outstanding, not otherwise
               covered in this paragraph 8 or’ a consolidation, amalgamation or
merger                with or into any other entity or the sale of the properties and
assets as or                substantially as an I entirety to any other entity, the
Participant if he has                not exercised his Option prior to the effective date
of such reorganization,                consolidation, amalgamation, merger or sale, upon
the exercise of such Option                thereafter, shall be entitled to receive and
shall accept in lieu of the number                of Shares then subscribed for by him
but for the same aggregate consideration                payable therefor, the number of
other securities  












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or
property or of the entity resulting from such merger, amalgamation or consolidation or to
which such sale may be made, as the case may be, that the Participant would have been
entitled to receive on such capital reorganization, consolidation, amalgamation, merger or
sale if, on the record date or the effective date thereof, he had been the registered
holder of the number of Shares so subscribed for. 






	  	(e)  	  	If
the Company at any time while any Option is outstanding shall pay any stock
               dividend or stock dividends upon the Shares, the Company will thereafter
deliver                at the time of exercise of any Option in addition to the number of
Shares in                respect of which such Option is then being exercised, such
additional number of                securities of the appropriate class as would have
been payable on the Shares so                purchased if such Shares had been
outstanding on the record date for the payment                of such stock dividend or
dividends.  






	  	(f)  	  	The
Company shall not be obligated to issue fractional Shares in satisfaction of
               its obligations under the Plan or any Option and the Participant will not
be                entitled to receive any form of compensation in lieu thereof.  






	  	(g)  	  	If
at any time the Company grants to its shareholders the right to subscribe for
               and purchase pro rata additional securities or of any other corporation or
               entity, there shall be no adjustments made to the number of Shares or
other                securities subject to the Options in consequence thereof and the
Options shall                remain unaffected.  






	  	(h)  	  	The
adjustment in the number of Shares issuable pursuant to Options provided for
               in this paragraph 8 shall be cumulative.  






	  	(i)  	  	On
the happening of each and every of the foregoing events, the applicable
               provisions of the Plan and each of them shall, ipso facto, be deemed to be
               amended accordingly and the Board shall take all necessary action so as to
make                all necessary adjustments in the number and kind of securities
subject to any                outstanding Options (and the Plan) and the exercise price
thereof.   






9.      AMENDMENT AND
TERMINATION OF PLAN AND OPTIONS: Subject in all cases to                the approval
of all stock exchanges and regulatory authorities having                jurisdiction over
the affairs of the Company, the Board may from time to time                amend or
revise the terms of the Plan (or any Option granted thereunder) or may
               terminate the Plan (or any Option granted thereunder) at any time provided
               however that no such action shall, without the consent of the Participant,
in                any manner adversely affect a Participant’s rights under any
Option                theretofore granted under the Plan.  



10.      EFFECTIVE DATE AND
DURATION OF PLAN: The Plan becomes effective on the                date of its
adoption by the Board and Options may be granted immediately                thereafter.
The Plan shall remain in full force and effect until such time as                the
Board shall terminate the Plan, and for so long thereafter as Options remain
               outstanding in favour of any Participant.  








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11.     APPROVAL
OF PLAN: The establishment of the Plan shall be subject to           approval of the
shareholders of the Company (the “Shareholders”). In           addition, all
Options granted pursuant to the Plan prior to the approval thereof           by the
Shareholders shall also be subject to approval of the Shareholders;           provided
that all Options granted subsequent to such approval shall not require           approval
by the Shareholders unless such approval is required by the regulatory
          authorities or stock exchanges having jurisdiction over the affairs of the
          Company.