EXHIBIT 4.25

                             Stock Option Plan 2005




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                             CENTRASIA MINING CORP.


                                STOCK OPTION PLAN


                       EFFECTIVE DATE: SEPTEMBER 14, 2005













Approved by the Board of
Directors on August 11, 2005.

Approved by the
Shareholders on September 12, 2005.





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                                TABLE OF CONTENTS

                                                                            PAGE

SECTION 1 DEFINITIONS AND INTERPRETATION.......................................1
   1.1   Definitions...........................................................1
   1.2   Choice of Law.........................................................4
   1.3   Headings..............................................................4
SECTION 2 GRANT OF OPTIONS.....................................................4
   2.1   Grant of Options......................................................4
   2.2   Record of Option Grants...............................................5
   2.3   Effect of Plan........................................................5
SECTION 3 PURPOSE AND PARTICIPATION............................................5
   3.1   Purpose of Plan.......................................................5
   3.2   Participation in Plan.................................................5
   3.3   Limits on Option Grants...............................................5
   3.4   Notification of Grant.................................................6
   3.5   Copy of Plan..........................................................6
   3.6   Limitation on Service.................................................6
   3.7   No Obligation to Exercise.............................................6
   3.8   Agreement.............................................................7
   3.9   Notice................................................................7
   3.10  Representation to TSX-VN..............................................7
SECTION 4 NUMBER OF SHARES UNDER PLAN..........................................7
   4.1   Board to Approve Issuance of Shares...................................7
   4.2   Number of Shares......................................................7
   4.3   Fractional Shares.....................................................7
SECTION 5 TERMS AND CONDITIONS OF OPTIONS......................................8
   5.1   Exercise Period of Option.............................................8
   5.2   Number of Shares Under Option.........................................8
   5.3   Exercise Price of Option..............................................8
   5.4   Termination of Option.................................................8
   5.5   Vesting of Option and Acceleration....................................9
   5.6   Additional Terms.....................................................10
SECTION 6 TRANSFERABILITY OF OPTIONS..........................................10
   6.1   Non-transferable.....................................................10
   6.2   Death of Option Holder...............................................10
   6.3   Disability of Option Holder..........................................10
   6.4   Disability and Death of Option Holder................................10
   6.5   Vesting..............................................................10
   6.6   Deemed Non-Interruption of Engagement................................11
SECTION 7 EXERCISE OF OPTION..................................................11
   7.1   Exercise of Option...................................................11
   7.2   Issue of Share Certificates..........................................11
   7.3   No Rights as Shareholder.............................................11
SECTION 8 ADMINISTRATION......................................................11
   8.1   Board or Committee...................................................11
   8.2   Appointment of Committee.............................................11
   8.3   Quorum and Voting....................................................12


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   8.4   Powers of Committee..................................................12
   8.5   Administration by Committee..........................................12
   8.6   Interpretation.......................................................13
SECTION 9 APPROVALS AND AMENDMENT.............................................13
   9.1   Shareholder Approval of Plan.........................................13
   9.2   Amendment of Option or Plan..........................................13
SECTION 10 CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES.............14
   10.1  Compliance with Laws.................................................14
   10.2  Obligation to Obtain Regulatory Approvals............................14
   10.3  Inability to Obtain Regulatory Approvals.............................14
SECTION 11 ADJUSTMENTS AND TERMINATION........................................14
   11.1  Termination of Plan..................................................14
   11.2  No Grant During Suspension of Plan...................................14
   11.3  Alteration in Capital Structure......................................14
   11.4  Triggering Events....................................................15
   11.5  Notice of Termination by Triggering Event............................15
   11.6  Determinations to be Made By Committee...............................15



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                                STOCK OPTION PLAN

                                   SECTION 1
                         DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

As used  herein,  unless  there is  something  in the subject  matter or context
inconsistent  therewith,  the following  terms shall have the meanings set forth
below:

(a)      "Administrator"  means such Executive or Employee of the Company as may
         be designated as  Administrator  by the Committee from time to time, if
         any.

(b)      "Associate"  means,  where  used to  indicate a  relationship  with any
         person:

         (i)      any  relative,  including  the  spouse  of  that  person  or a
                  relative of that person's  spouse,  where the relative has the
                  same home as the person;

         (ii)     any partner, other than a limited partner, of that person;

         (iii)    any trust or estate in which  such  person  has a  substantial
                  beneficial  interest  or as to which  such  person  serves  as
                  trustee or in a similar capacity; and

         (iv)     any  corporation  of which such  person  beneficially  owns or
                  controls,  directly or indirectly,  voting securities carrying
                  more than 10% of the voting rights attached to all outstanding
                  voting securities of the corporation.

(c)      "Black-Out" means a restriction imposed by the Company on all or any of
         its directors,  officers,  employees,  insiders or persons in a special
         relationship  whereby they are to refrain from trading in the Company's
         securities until the restriction has been lifted by the Company.

(d)      "Board"  means the board of directors  of the  Company.  (e) "Change of
         Control" means an occurrence when either:

         (i)      a Person or Entity, other than the current "control person" of
                  the Company (as that term is defined in the  SECURITIES  ACT),
                  becomes a "control person" of the Company; or

         (ii)     a  majority  of  the  directors   elected  at  any  annual  or
                  extraordinary  general  meeting of shareholders of the Company
                  are not individuals nominated by the Company's  then-incumbent
                  Board.

(f)      "Committee" means a committee of the Board appointed in accordance with
         this Plan or if no such committee is appointed, the Board itself.

(g)      "Company"  means  Centrasia  Mining  Corp.  (h)  "Consultant"  means an
         individual who:

         (i)      is  engaged  to  provide,  on  an  ongoing  BONA  FIDE  basis,
                  consulting,  technical,  management  or other  services to the
                  Company or any  Subsidiary  other than  services  provided  in
                  relation to a "distribution" (as that term is described in the
                  SECURITIES ACT);


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         (ii)     provides the  services  under a written  contract  between the
                  Company or any  Subsidiary  and the individual or a Consultant
                  Entity (as defined in clause (h)(v) below);

         (iii)    in the reasonable opinion of the Company, spends or will spend
                  a significant  amount of time and attention on the affairs and
                  business of the Company or any Subsidiary; and

         (iv)     has a  relationship  with the Company or any  Subsidiary  that
                  enables the individual to be knowledgeable  about the business
                  and  affairs  of the  Company  or is  otherwise  permitted  by
                  applicable  Regulatory  Rules  to  be  granted  Options  as  a
                  Consultant or as an equivalent thereof,

         and includes:

         (v)      a  corporation  of which  the  individual  is an  employee  or
                  shareholder  or a  partnership  of which the  individual is an
                  employee or partner (a "Consultant Entity"); or

         (vi)     an RRSP or RRIF  established  by or for the  individual  under
                  which he or she is the beneficiary.


(i)      "Disability"  means  a  medically   determinable   physical  or  mental
         impairment  expected  to  result  in death or to last for a  continuous
         period of not less than 12 months, and which causes an individual to be
         unable to  engage in any  substantial  gainful  activity,  or any other
         condition  of  impairment  that  the  Committee,   acting   reasonably,
         determines constitutes a disability.

(j)      "Employee" means:

         (i)      an individual who works full-time or part-time for the Company
                  or any Subsidiary and such other  individual as may, from time
                  to time,  be permitted by  applicable  Regulatory  Rules to be
                  granted Options as an employee or as an equivalent thereto; or

         (ii)     an  individual  who works for the  Company  or any  Subsidiary
                  either  full-time or on a continuing  and regular  basis for a
                  minimum  amount of time per week providing  services  normally
                  provided by an employee and who is subject to the same control
                  and  direction  by the  Company  or any  Subsidiary  over  the
                  details  and  methods of work as an employee of the Company or
                  any  Subsidiary,  but for whom income tax  deductions  are not
                  made at source,

         and includes:

         (iii)    a corporation wholly-owned by such individual; and

         (iv)     any RRSP or RRIF  established by or for such individual  under
                  which he or she is the beneficiary.

(k)      "Executive"  means an  individual  who is a director  or officer of the
         Company or a Subsidiary, and includes:

         (i)      a corporation wholly-owned by such individual; and

         (ii)     any RRSP or RRIF  established by or for such individual  under
                  which  he or she is the  beneficiary.  (l)  "Exercise  Notice"
                  means the written notice of the exercise of an Option,  in the
                  form set out as  Schedule  "B"  hereto,  duly  executed by the
                  Option Holder.

(m)      "Exercise Period" means the period during which a particular Option may
         be  exercised  and is the  period  from and  including  the Grant  Date
         through to and including  the Expiry Time on the Expiry Date  provided,
         however, that no Option can be exercised unless and until all necessary
         Regulatory Approvals have been obtained.


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(n)      "Exercise  Price" means the price at which an Option is  exercisable as
         determined in accordance with section 5.3.

(o)      "Expiry  Date"  means  the date the  Option  expires  as set out in the
         Option  Certificate  or as  otherwise  determined  in  accordance  with
         sections 5.4, 6.2, 6.3, 6.4 or 11.4.

(p)      "Expiry  Time"  means the time the Option  expires on the Expiry  Date,
         which is 5:00 p.m.  local time in  Vancouver,  British  Columbia on the
         Expiry Date.

(q)      "Grant Date" means the date on which the Committee  grants a particular
         Option, which is the date the Option comes into effect provided however
         that  no  Option  can be  exercised  unless  and  until  all  necessary
         Regulatory Approvals have been obtained.

(r)      "Insider"  means an insider  as that term is defined in the  SECURITIES
         ACT;

(s)      "Market  Value" means the market value of the Shares as  determined  in
         accordance  with section 5.3.

(t)      "Option" means an incentive share purchase  option granted  pursuant to
         this  Plan  entitling  the  Option  Holder  to  purchase  Shares of the
         Company.

(u)      "Option  Certificate" means the certificate,  in substantially the form
         set out as Schedule "A" hereto, evidencing the Option.

(v)      "Option  Holder" means a Person or Entity who holds an unexercised  and
         unexpired Option or, where applicable,  the Personal  Representative of
         such person.

(w)      "Outstanding Issue" means the number of Shares that are outstanding (on
         a non-diluted  basis)  immediately prior to the Share issuance or grant
         of Option in question.

(x)      "Person or Entity" means an individual,  natural  person,  corporation,
         government  or political  subdivision  or agency of a  government,  and
         where two or more persons act as a  partnership,  limited  partnership,
         syndicate  or other  group for the  purpose  of  acquiring,  holding or
         disposing  of  securities  of  an  issuer,  such  partnership,  limited
         partnership,  syndicate  or group  shall be  deemed  to be a Person  or
         Entity.

(y)      "Personal Representative" means:

         (i)      in the case of a  deceased  Option  Holder,  the  executor  or
                  administrator  of the  deceased  duly  appointed by a court or
                  public authority having jurisdiction to do so; and

         (ii)     in the case of an Option  Holder  who for any reason is unable
                  to manage his or her  affairs,  the person  entitled by law to
                  act on behalf of such Option Holder.

(z)      "Plan" means this stock option plan as from time to time amended.

(aa)     "Regulatory  Approvals" means any necessary approvals of the Regulatory
         Authorities   as  may  be   required   from   time  to  time   for  the
         implementation,  operation or amendment of this Plan or for the Options
         granted from time to time hereunder.

(bb)     "Regulatory  Authorities"  means all  organized  trading  facilities on
         which the Shares are listed, and all securities  commissions or similar
         securities regulatory bodies having jurisdiction over the Company, this
         Plan or the Options granted from time to time hereunder.

(cc)     "Regulatory   Rules"  means  all   corporate   and   securities   laws,
         regulations,  rules, policies, notices, instruments and other orders of
         any  kind  whatsoever  which  may,  from  time to  time,  apply  to the
         implementation,  operation  or  amendment  of this Plan or the  Options
         granted  from time to time  hereunder  including,  without  limitation,
         those of the applicable Regulatory Authorities.

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(dd)     "SECURITIES  ACT" means the  SECURITIES  ACT (British  Columbia),  RSBC
         1996, c.418 as from time to time amended.

(ee)     "Share"  or  "Shares"  means,  as the case may be,  one or more  common
         shares without par value in the capital stock of the Company.

(ff)     "Subsidiary" means a wholly-owned or controlled subsidiary  corporation
         of the  Company.

(gg)     "Triggering Event" means:

         (i)      the  proposed  dissolution,  liquidation  or  wind-up  of  the
                  Company;

         (ii)     a proposed merger, amalgamation, arrangement or reorganization
                  of the Company  with one or more  corporations  as a result of
                  which,  immediately  following such event, the shareholders of
                  the Company as a group, as they were immediately prior to such
                  event,  are  expected  to hold  less  than a  majority  of the
                  outstanding capital stock of the surviving corporation;

         (iii)    the proposed  acquisition of all or  substantially  all of the
                  issued and  outstanding  shares of the  Company by one or more
                  Persons or Entities;

         (iv)     a proposed Change of Control of the Company;

         (v)      the proposed sale or other disposition of all or substantially
                  all of the assets of the Company;  or (vi) a proposed material
                  alteration of the capital  structure of the Company which,  in
                  the opinion of the  Committee,  is of such a nature that it is
                  not practical or feasible to make  adjustments to this Plan or
                  to the  Options  granted  hereunder  to  permit  the  Plan and
                  Options granted hereunder to stay in effect.

(hh)     "TSX-VN" means the TSX Venture Exchange Inc.

(ii)     "Vest" or "Vesting"  means that a portion of the Option  granted to the
         Option  Holder which is available to be exercised by the Option  Holder
         at any time and from time to time.

1.2      CHOICE OF LAW

The Plan is established  under,  and the provisions of the Plan shall be subject
to and interpreted and construed in accordance with, the laws of the Province of
British  Columbia.  The  Company  and each Option  Holder  hereby  attorn to the
jurisdiction of the Courts of British Columbia.

1.3      HEADINGS

The  headings  used  herein are for  convenience  only and are not to affect the
interpretation of the Plan.


                                   SECTION 2
                                GRANT OF OPTIONS

2.1      GRANT OF OPTIONS

The Committee shall, from time to time in its sole discretion,  grant Options to
such Persons or Entities and on such terms and conditions as are permitted under
this Plan.


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                                      -5-


2.2      RECORD OF OPTION GRANTS

The Committee  shall be responsible to maintain a record of all Options  granted
under this Plan and such record shall  contain,  in respect of each Option:

(a)      the name and address of the Option Holder;

(b)      the category (Executive, Employee or Consultant) under which the Option
         was granted to him, her or it;

(c)      the Grant Date and Expiry Date of the Option;

(d)      the  number of Shares  which may be  acquired  on the  exercise  of the
         Option and the Exercise Price of the Option;

(e)      the vesting and other additional terms, if any, attached to the Option;
         and

(f)      the particulars of each and every time the Option is exercised.


2.3      EFFECT OF PLAN

All  Options  granted  pursuant  to the Plan  shall be  subject to the terms and
conditions  of the Plan  notwithstanding  the fact that the Option  Certificates
issued in respect thereof do not expressly contain such terms and conditions but
instead  incorporate them by reference to the Plan. The Option Certificates will
be issued for  convenience  only and in the case of a dispute with regard to any
matter in respect  thereof,  the  provisions  of the Plan and the records of the
Company shall prevail over the terms and  conditions in the Option  Certificate,
save and except as noted below. Each Option will also be subject to, in addition
to the  provisions  of the  Plan,  the  terms and  conditions  contained  in the
schedules,  if any, attached to the Option  Certificate for such Option.  Should
the terms and conditions  contained in such schedules be  inconsistent  with the
provisions of the Plan,  such terms and conditions will supersede the provisions
of the Plan.

                                   SECTION 3
                            PURPOSE AND PARTICIPATION

3.1      PURPOSE OF PLAN

The purpose of the Plan is to provide the Company with a share-related mechanism
to attract, retain and motivate qualified Executives, Employees and Consultants,
to incent  such  individuals  to  contribute  toward  the long term goals of the
Company,  and to encourage such  individuals to acquire Shares of the Company as
long term investments.

3.2      PARTICIPATION IN PLAN

The Committee  shall,  from time to time and in its sole  discretion,  determine
those Executives,  Employees and Consultants,  if any, to whom Options are to be
granted.

3.3      LIMITS ON OPTION GRANTS - TIER 1 ISSUER

If the Company is listed on TSX-VN as a Tier 1 issuer, the following limitations
shall apply to the Plan and all Options  thereunder so long as such  limitations
are  required by the  TSX-VN:

(a)      the  maximum  number of Options  which may be granted to any one Option
         Holder  under the Plan  within any 12 month  period  shall be 5% of the
         Outstanding Issue;

(b)      with  respect to section  5.1, the Expiry Date of an Option shall be no
         later than the tenth anniversary of the Grant Date of such Option;


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                                      -6-


(c)      the  maximum  number  of  Options  which  may be  granted  to  any  one
         Consultant  within  any 12  month  period  must  not  exceed  2% of the
         Outstanding Issue; and

(d)      the maximum  number of Options which may be granted within any 12 month
         period to  Employees  or  Consultants  engaged  in  investor  relations
         activities must not exceed 2% of the Outstanding Issue and such options
         must vest in stages over 12 months with no more than 25% of the Options
         vesting in any three month period,

and such  limitation  will not be an amendment to this Plan requiring the Option
Holders consent under section 9.2
of this Plan.

3.4      LIMITS ON OPTION GRANTS - TIER 2 ISSUER

If the Company is listed on TSX-VN as a Tier 2 issuer, the following limitations
shall apply to the Plan and all Options  thereunder so long as such  limitations
are  required by the  TSX-VN:

(a)      the  maximum  number of Options  which may be granted to any one Option
         Holder  under the Plan  within any 12 month  period  shall be 5% of the
         Outstanding Issue;

(b)      with  respect to section  5.1, the Expiry Date of an Option shall be no
         later than the fifth anniversary of the Grant Date of such Option;

(c)      the  maximum  number  of  Options  which  may be  granted  to  any  one
         Consultant  within  any 12  month  period  must  not  exceed  2% of the
         Outstanding Issue; and

(d)      the maximum  number of Options which may be granted within any 12 month
         period to  Employees  or  Consultants  engaged  in  investor  relations
         activities must not exceed 2% of the Outstanding Issue and such options
         must vest in stages over 12 months with no more than 25% of the Options
         vesting in any three month period,

and such  limitation  will not be an amendment to this Plan requiring the Option
Holders consent under section 9.2
of this Plan.

3.5      NOTIFICATION OF GRANT

Following  the  granting  of  an  Option,  the  Administrator  shall,  within  a
reasonable  period of time, notify the Option Holder in writing of the grant and
shall enclose with such notice the Option Certificate representing the Option so
granted.  In no  case  will  the  Company  be  required  to  deliver  an  Option
Certificate  to an Option Holder until such time as the Company has obtained all
necessary Regulatory Approvals for the grant of the Option.

3.6      COPY OF PLAN

Each  Option  Holder,  concurrently  with the notice of the grant of the Option,
shall be provided  with a copy of the Plan. A copy of any  amendment to the Plan
shall be promptly  provided by the  Administrator  to each  Option  Holder.

3.7      LIMITATION ON SERVICE

The Plan does not give any Option Holder that is an Executive the right to serve
or continue to serve as an Executive of the Company or any Subsidiary,  nor does
it give any Option Holder that is an Employee or  Consultant  the right to be or
to continue to be employed or engaged by the Company or any  Subsidiary.

3.8      NO OBLIGATION TO EXERCISE

Option  Holders shall be under no obligation to exercise  Options  granted under
this Plan.


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                                      -7-



3.9      AGREEMENT

The Company and every Option Holder granted an Option  hereunder  shall be bound
by and subject to the terms and  conditions of this Plan. By accepting an Option
granted hereunder, the Option Holder has expressly agreed with the Company to be
bound by the terms and  conditions  of this  Plan.  In the event that the Option
Holder receives his, her or its Options pursuant to an oral or written agreement
with the  Company or a  Subsidiary,  whether  such  agreement  is an  employment
agreement,  consulting  agreement  or any other  kind of  agreement  of any kind
whatsoever,   the  Option  Holder   acknowledges   that  in  the  event  of  any
inconsistency  between the terms  relating to the grant of such  Options in that
agreement  and the terms  attaching to the Options as provided for in this Plan,
the terms provided for in this Plan shall prevail and the other  agreement shall
be deemed to have been amended accordingly.

3.10     NOTICE

Any  notice,  delivery  or other  correspondence  of any kind  whatsoever  to be
provided by the Company to an Option Holder will be deemed to have been provided
if provided to the last home address,  fax number or email address of the Option
Holder  in the  records  of the  Company  and the  Company  shall  be  under  no
obligation to confirm receipt or delivery.

3.11     REPRESENTATION TO TSX-VN

As a condition  precedent to the issuance of an Option, the Company must be able
to  represent  to TSX-VN as of the Grant Date that the  Option  Holder is a BONA
FIDE Executive, Employee or Consultant of the Company or any Subsidiary.


                                   SECTION 4
                           NUMBER OF SHARES UNDER PLAN

4.1      BOARD TO APPROVE ISSUANCE OF SHARES

The Board shall approve by resolution the issuance of all Shares to be issued to
Option  Holders upon the exercise of Options,  such  authorization  to be deemed
effective as of the Grant Date of such Options regardless of when it is actually
done.  The Board shall be entitled to approve the  issuance of Shares in advance
of the Grant Date,  retroactively after the Grant Date, or by a general approval
of this Plan.

4.2      NUMBER OF SHARES

Subject to adjustment as provided for herein, the number of Shares which will be
available for purchase  pursuant to Options  granted  pursuant to this Plan will
not exceed 2,500,000 Shares.  If any Option expires or otherwise  terminates for
any  reason  without  having  been  exercised  in full,  the number of Shares in
respect of such expired or  terminated  Option shall again be available  for the
purposes of granting Options pursuant to this Plan.

4.3      FRACTIONAL SHARES

No fractional  shares shall be issued upon the exercise of any Option and, if as
a result  of any  adjustment,  an  Option  Holder  would  become  entitled  to a
fractional  share,  such Option Holder shall have the right to purchase only the
next lowest  whole number of Shares and no payment or other  adjustment  will be
made for the fractional interest.

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                                   SECTION 5
                         TERMS AND CONDITIONS OF OPTIONS

5.1      EXERCISE PERIOD OF OPTION

Subject to sections 5.4,  6.2, 6.3, 6.4 and 11.4,  the Grant Date and the Expiry
Date of an Option  shall be the  dates  fixed by the  Committee  at the time the
Option is  granted  and  shall be set out in the  Option  Certificate  issued in
respect of such Option.

5.2      NUMBER OF SHARES UNDER OPTION

The  number of Shares  which may be  purchased  pursuant  to an Option  shall be
determined  by the  Committee  and  shall be set out in the  Option  Certificate
issued in respect of the Option.

5.3      EXERCISE PRICE OF OPTION

The  Exercise  Price at which an Option  Holder  may  purchase  a Share upon the
exercise of an Option shall be  determined by the Committee and shall be set out
in the Option  Certificate  issued in respect of the Option.  The Exercise Price
shall not be less than the Market Value of the Shares as of the Grant Date.  The
Market Value of the Shares for a particular  Grant Date shall be  determined  as
follows:

(a)      for each  organized  trading  facility  on which the Shares are listed,
         Market Value will be the closing trading price of the Shares on the day
         immediately  preceding the Grant Date,  and may be less than this price
         if it is within the discounts  permitted by the  applicable  Regulatory
         Authorities;

(b)      if the Company's  Shares are listed on more than one organized  trading
         facility,  the Market Value shall be the Market Value as  determined in
         accordance  with  subparagraph  (a)  above  for the  primary  organized
         trading  facility on which the Shares are listed,  as determined by the
         Committee,  subject to any adjustments as may be required to secure all
         necessary Regulatory Approvals;

(c)      if the  Company's  Shares are listed on one or more  organized  trading
         facilities but have not traded during the ten trading days  immediately
         preceding the Grant Date, then the Market Value will be, subject to any
         adjustments  as may be  required  to secure  all  necessary  Regulatory
         Approvals, such value as is determined by the Committee; and

(d)      if the  Company's  Shares  are  not  listed  on any  organized  trading
         facility,  then the Market Value will be, subject to any adjustments as
         may be  required to secure all  necessary  Regulatory  Approvals,  such
         value as is  determined  by the  Committee  to be the fair value of the
         Shares,  taking into consideration all factors that the Committee deems
         appropriate,  including,  without  limitation,  recent  sale and  offer
         prices  of the  Shares  in  private  transactions  negotiated  at arms'
         length.

Notwithstanding anything else contained herein, in no case will the Market Value
be less than the minimum  prescribed by each of the organized trading facilities
that would apply to the Company on the Grant Date in question.

5.4      TERMINATION OF OPTION

Subject  to such  other  terms or  conditions  that may be  attached  to Options
granted  hereunder,  an Option Holder may exercise an Option in whole or in part
at any time and from time to time during the Exercise Period. Any Option or part
thereof not  exercised  within the Exercise  Period shall  terminate  and become
null, void and of no effect as of the Expiry Time on the Expiry Date. The Expiry
Date of an Option shall be the earlier of the date so fixed by the  Committee at
the time the Option is granted as set out in the Option Certificate and the date
established, if applicable, in paragraphs (a) or (b) below or sections 6.2, 6.3,
6.4,  or 11.4 of this Plan:

<PAGE>
                                      -9-


(a)      CEASING TO HOLD OFFICE - In the event that the Option  Holder holds his
         or her Option as an  Executive  and such Option  Holder  ceases to hold
         such position other than by reason of death or  Disability,  the Expiry
         Date of the Option shall be, unless otherwise expressly provided for in
         the  Option  Certificate,  the 90th day  following  the date the Option
         Holder ceases to hold such position  unless the Option Holder ceases to
         hold such position as a result of:

         (i)      ceasing to meet the  qualifications set forth in the corporate
                  legislation applicable to the Company;

         (ii)     a special resolution having been passed by the shareholders of
                  the Company  removing  the Option  Holder as a director of the
                  Company or any Subsidiary; or

         (iii)    an order made by any Regulatory  Authority having jurisdiction
                  to so order;

         in which  case the  Expiry  Date  shall be the date the  Option  Holder
         ceases to hold such position;  OR

(b)      CEASING TO BE EMPLOYED OR ENGAGED - In the event that the Option Holder
         holds his or her Option as an  Employee  or  Consultant,  other than an
         Option Holder who is engaged in investor relations activities, and such
         Option  Holder  ceases to hold such  position  other  than by reason of
         death or  Disability,  the Expiry Date of the Option  shall be,  unless
         otherwise  expressly provided for in the Option  Certificate,  the 90th
         day following the date the Option Holder ceases to hold such  position,
         or,  in the  case of an  Option  Holder  that is  engaged  in  investor
         relations activities while the Company is classified as a Tier 2 issuer
         on the TSX-VN, the 30th day after the date such Option Holder ceases to
         hold  such  position,  unless  the  Option  Holder  ceases to hold such
         position as a result of:

         (i)      termination for cause;

         (ii)     resigning or terminating his or her position; or

         (iii)    an order made by any Regulatory  Authority having jurisdiction
                  to so order;

         in which  case the  Expiry  Date  shall be the date the  Option  Holder
         ceases to hold such position.

In the event that the Option  Holder  ceases to hold the position of  Executive,
Employee or Consultant for which the Option was originally granted, but comes to
hold a different  position as an Executive,  Employee or Consultant prior to the
expiry of the  Option,  the  Committee  may, in its sole  discretion,  choose to
permit the Option to stay in place for that Option  Holder with such Option then
to be treated as being held by that Option Holder in his or her new position and
such  will not be  considered  to be an  amendment  to the  Option  in  question
requiring  the  consent of the Option  Holder  under  section  9.2 of this Plan.
Notwithstanding  anything else  contained  herein,  in no case will an Option be
exercisable later than the Expiry Date of the Option.

5.5      VESTING OF OPTION AND ACCELERATION

The vesting schedule for an Option, if any, shall be determined by the Committee
and shall be set out in the Option  Certificate  issued in respect of the Option
and,  as long as the  Company  is listed  as a Tier 2 issuer on the TSX  Venture
Exchange, the vesting of an Option will occur no earlier than in accordance with
the following vesting schedule:

(a)      25% of the Options  will be  exercisable  by the  Optionee on the Grant
         Date;

(b)      a further 25% of the Options  will be  exercisable  by the Optionee six
         (6) months from the Grant Date;

(c)      a further 25% of the Options will be exercisable by the Optionee twelve
         (12) months from the Grant Date; and

<PAGE>
                                      -10-



(d)      a  further  25% of the  Options  will be  exercisable  by the  Optionee
         eighteen (18) months from the Grant Date.

The Committee may elect, at any time, to accelerate the vesting  schedule of one
or more Options including,  without limitation,  on a Triggering Event, and such
acceleration  will not be  considered  an  amendment  to the Option in  question
requiring the consent of the Option  Holder under section 9.2 of this Plan.

5.6      ADDITIONAL TERMS

Subject  to  all  applicable  Regulatory  Rules  and  all  necessary  Regulatory
Approvals, the Committee may attach additional terms and conditions to the grant
of a particular  Option,  such terms and  conditions to be set out in a schedule
attached to the Option  Certificate.  The Option Certificates will be issued for
convenience  only,  and in the case of a dispute  with  regard to any  matter in
respect  thereof,  the  provisions  of this Plan and the  records of the Company
shall prevail over the terms and conditions in the Option Certificate,  save and
except as noted  below.  Each Option will also be subject to, in addition to the
provisions of the Plan, the terms and conditions contained in the schedules,  if
any,  attached to the Option  Certificate for such Option.  Should the terms and
conditions  contained in such schedules be  inconsistent  with the provisions of
the Plan, such terms and conditions will supersede the provisions of the Plan.


                                   SECTION 6
                           TRANSFERABILITY OF OPTIONS

6.1      NON-TRANSFERABLE

Except as provided  otherwise in this Section 6, Options are  non-assignable and
non-transferable.

6.2      DEATH OF OPTION HOLDER

In the event of the Option  Holder's  death,  any  Options  held by such  Option
Holder shall pass to the Personal  Representative of the Option Holder and shall
be exercisable by the Personal Representative on or before the date which is the
earlier  of six months  following  the date of death and the  applicable  Expiry
Date.

6.3      DISABILITY OF OPTION HOLDER

If the employment or engagement of an Option Holder as an Employee or Consultant
or the position of an Option Holder as a director or officer of the Company or a
Subsidiary  is  terminated  by the  Company  by reason of such  Option  Holder's
Disability,  any Options held by such Option Holder shall be exercisable by such
Option Holder or by the Personal  Representative  on or before the date which is
the earlier of six months following the termination of employment, engagement or
appointment  as a director  or  officer  and the  applicable  Expiry  Date.

6.4      DISABILITY AND DEATH OF OPTION HOLDER

If an Option  Holder  has  ceased to be  employed,  engaged  or  appointed  as a
director  or officer of the  Company or a  Subsidiary  by reason of such  Option
Holder's  Disability  and such Option  Holder  dies within six months  after the
termination  of such  engagement,  any Options  held by such Option  Holder that
could have been  exercised  immediately  prior to his or her death shall pass to
the Personal  Representative  of such Option Holder and shall be  exercisable by
the  Personal  Representative  on or before the date which is the earlier of six
months following the death of such Option Holder and the applicable Expiry Date.

6.5      VESTING

Unless the Committee determines  otherwise,  Options held by or exercisable by a
Personal  Representative  shall,  during the period prior to their  termination,
continue to vest in accordance  with any vesting  schedule to which such Options
are subject.

<PAGE>
                                      -11-



6.6      DEEMED NON-INTERRUPTION OF ENGAGEMENT

Employment  or  engagement  by the Company  shall be deemed to  continue  intact
during  any  military  or sick  leave or other BONA FIDE leave of absence if the
period of such leave  does not exceed 90 days or, if longer,  for so long as the
Option  Holder's  right to  re-employment  or  re-engagement  by the  Company is
guaranteed either by statute or by contract. If the period of such leave exceeds
90  days  and the  Option  Holder's  re-employment  or  re-engagement  is not so
guaranteed,  then his or her  employment or  engagement  shall be deemed to have
terminated on the ninety-first day of such leave.


                                   SECTION 7
                               EXERCISE OF OPTION

7.1      EXERCISE OF OPTION

An  Option  may  be  exercised  only  by  the  Option  Holder  or  the  Personal
Representative   of  any  Option  Holder.  An  Option  Holder  or  the  Personal
Representative  of any Option  Holder may exercise an Option in whole or in part
at any time and from time to time  during the  Exercise  Period up to the Expiry
Time on the Expiry Date by delivering to the Administrator the required Exercise
Notice,  the applicable Option  Certificate and a certified cheque or bank draft
payable to the Company in an amount equal to the aggregate Exercise Price of the
Shares  then  being   purchased   pursuant  to  the   exercise  of  the  Option.
Notwithstanding  anything else  contained  herein,  Options may not be exercised
during Black-Out unless the Committee determines otherwise.

7.2      ISSUE OF SHARE CERTIFICATES

As soon as reasonably  practicable following the receipt of the Exercise Notice,
the Administrator shall cause to be delivered to the Option Holder a certificate
for the Shares so  purchased.  If the number of Shares so purchased is less than
the  number  of  Shares  subject  to the  Option  Certificate  surrendered,  the
Administrator  shall also  provide a new Option  Certificate  for the balance of
Shares available under the Option to the Option Holder  concurrent with delivery
of the Share Certificate.

7.3      NO RIGHTS AS SHAREHOLDER

Until the date of the  issuance  of the  certificate  for the  Shares  purchased
pursuant to the exercise of an Option,  no right to vote or receive dividends or
any other  rights as a  shareholder  shall  exist with  respect to such  Shares,
notwithstanding  the  exercise of the Option,  unless the  Committee  determines
otherwise.  In the event of any  dispute  over the date of the  issuance  of the
certificates,  the  decision of the  Committee  shall be final,  conclusive  and
binding.


                                   SECTION 8
                                 ADMINISTRATION

8.1      BOARD OR COMMITTEE

The Plan  shall be  administered  by the  Board,  by a  Committee  of the  Board
appointed in accordance with section 8.2 below, or by an Administrator appointed
in accordance with subsection 8.4(b).

8.2      APPOINTMENT OF COMMITTEE

The Board may at any time appoint a Committee,  consisting  of not less than two
of its members, to administer the Plan on behalf of the Board in accordance with
such terms and conditions as the Board may prescribe, consistent with this Plan.
Once appointed,  the Committee shall continue to serve until otherwise  directed
by the  Board.  From  time to  time,  the  Board  may  increase  the size of the
Committee and appoint additional members, remove members (with or without cause)
and appoint new members in their place, fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer the Plan.

<PAGE>
                                      -12-


8.3      QUORUM AND VOTING

A majority  of the  members of the  Committee  shall  constitute  a quorum  and,
subject to the limitations in this Section 8, all actions of the Committee shall
require  the  affirmative  vote of members  who  constitute  a majority  of such
quorum.  Members  of the  Committee  may  vote  on  any  matters  affecting  the
administration  of the Plan or the grant of Options pursuant to the Plan, except
that no such  member  shall act upon the  granting  of an Option to  himself  or
herself (but any such member may be counted in  determining  the  existence of a
quorum at any meeting of the Committee during which action is taken with respect
to the granting of Options to that member). The Committee may approve matters by
written resolution signed by a majority of the quorum.

8.4      POWERS OF COMMITTEE

The  Committee  (or the  Board  if no  Committee  is in  place)  shall  have the
authority to do the following:

(a)      administer the Plan in accordance with its terms;

(b)      appoint or replace the Administrator from time to time;

(c)      determine all questions arising in connection with the  administration,
         interpretation  and  application  of the Plan,  including all questions
         relating to the Market Value of the Shares;

(d)      correct  any  defect,   supply  any   information   or  reconcile   any
         inconsistency in the Plan in such manner and to such extent as shall be
         deemed necessary or advisable to carry out the purposes of the Plan;

(e)      prescribe,  amend,  and rescind rules and  regulations  relating to the
         administration  of the Plan;

(f)      determine   the  duration  and  purposes  of  leaves  of  absence  from
         employment  or engagement by the Company which may be granted to Option
         Holders without  constituting a termination of employment or engagement
         for purposes of the Plan;

(g)      do the following with respect to the granting of Options:

         (i)      determine the  Executives,  Employees or  Consultants  to whom
                  Options shall be granted,  based on the  eligibility  criteria
                  set out in this Plan;

         (ii)     determine  the terms of the  Option to be granted to an Option
                  Holder including,  without limitation,  the Grant Date, Expiry
                  Date,  Exercise Price and vesting  schedule (which need not be
                  identical with the terms of any other Option);

         (iii)    subject to any necessary Regulatory Approvals and section 9.2,
                  amend the terms of any Options;

         (iv)     determine when Options shall be granted; and

         (v)      determine the number of Shares subject to each Option;

(h)      accelerate the vesting schedule of any Option previously granted; and

(i)      make all  other  determinations  necessary  or  advisable,  in its sole
         discretion, for the administration of the Plan.


8.5      ADMINISTRATION BY COMMITTEE

All  determinations  made  by the  Committee  in  good  faith  shall  be  final,
conclusive  and binding upon all persons.  The  Committee  shall have all powers
necessary  or  appropriate  to  accomplish  its  duties  under  this  Plan.

<PAGE>
                                      -13-



8.6      INTERPRETATION

The interpretation by the Committee of any of the provisions of the Plan and any
determination by it pursuant thereto shall be final,  conclusive and binding and
shall not be subject to dispute by any Option Holder. No member of the Committee
or any person acting  pursuant to authority  delegated by it hereunder  shall be
personally  liable for any action or  determination  in connection with the Plan
made or taken in good  faith  and each  member  of the  Committee  and each such
person shall be entitled to  indemnification  with respect to any such action or
determination in the manner provided for by the Company.

                                   SECTION 9
                             APPROVALS AND AMENDMENT

9.1      SHAREHOLDER APPROVAL OF PLAN

If required by a Regulatory Authority or by the Committee, this Plan may be made
subject  to the  approval  of a  majority  of the votes cast at a meeting of the
shareholders  of the  Company  or by a majority  of votes cast by  disinterested
shareholders at a meeting of  shareholders  of the Company.  Any Options granted
under  this Plan  prior to such time will not be  exercisable  or binding on the
Company unless and until such shareholder approval is obtained.

Until the Company has obtained  disinterested  shareholder approval to this Plan
in  accordance  with  the  policies,  if  any,  of  any  stock  exchange  having
jurisdiction  over the Company (the  "Exchange") and subject to the rules of the
TSX-VN  limiting  the Company in matters  referred to herein and subject also to
section  4.2  hereunder:

(a)      the number of Shares reserved for issuance to Insiders shall not exceed
         10% of the outstanding issued Shares at any point in time;

(b)      the grant of options to Insiders,  within a 12 month period,  shall not
         exceed 10% of the issued Shares;

(c)      no more than 5% of the outstanding  issued Shares may be granted to any
         one individual in any twelve month period; and

(d)      the  exercise  price  of  options  granted  to  Insiders  shall  not be
         decreased.

9.2     AMENDMENT OF OPTION OR PLAN

Subject to any required  Regulatory  Approvals,  the  Committee may from time to
time amend any existing  Option or the Plan or the terms and  conditions  of any
Option thereafter to be granted provided that where such amendment relates to an
existing Option and it would:

(a)      materially  decrease  the  rights  or  benefits  accruing  to an Option
         Holder; or

(b)      materially increase the obligations of an Option Holder;

then,  unless otherwise  excepted out by a provision of this Plan, the Committee
must also  obtain the written  consent of the Option  Holder in question to such
amendment.  If at the time the Exercise Price of an Option is reduced the Option
Holder is an Insider of the Company, the Insider must not exercise the option at
the reduced  Exercise  Price  until the  reduction  in  Exercise  Price has been
approved by the disinterested shareholders of the Company.


<PAGE>
                                      -14-



                                   SECTION 10
             CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES

10.1     COMPLIANCE WITH LAWS

An Option  shall not be granted  or  exercised,  and Shares  shall not be issued
pursuant to the  exercise of any Option,  unless the grant and  exercise of such
Option and the issuance and delivery of such Shares  comply with all  applicable
Regulatory  Rules, and such Options and Shares will be subject to all applicable
trading restrictions in effect pursuant to such Regulatory Rules and the Company
shall be  entitled  to  legend  the  Option  Certificates  and the  certificates
representing such Shares accordingly.

10.2     OBLIGATION TO OBTAIN REGULATORY APPROVALS

In  administering  this Plan, the Committee  will seek any Regulatory  Approvals
which may be required.  The Committee  will not permit any Options to be granted
without first obtaining the necessary  Regulatory  Approvals unless such Options
are granted  conditional  upon such Regulatory  Approvals  being  obtained.  The
Committee  will make all filings  required with the  Regulatory  Authorities  in
respect of the Plan and each grant of Options hereunder.  No Option granted will
be  exercisable  or  binding  on the  Company  unless  and until  all  necessary
Regulatory  Approvals  have been  obtained.  The Committee  shall be entitled to
amend  this  Plan and the  Options  granted  hereunder  in order to  secure  any
necessary  Regulatory Approvals and such amendments will not require the consent
of the Option Holders under section 9.2 of this Plan.

10.3     INABILITY TO OBTAIN REGULATORY APPROVALS

The  Company's  inability  to obtain  Regulatory  Approval  from any  applicable
Regulatory Authority, which Regulatory Approval is deemed by the Committee to be
necessary  to complete  the grant of Options  hereunder,  the  exercise of those
Options or the lawful  issuance and sale of any Shares pursuant to such Options,
shall  relieve  the  Company of any  liability  with  respect to the  failure to
complete such transaction.


                                   SECTION 11
                           ADJUSTMENTS AND TERMINATION

11.1     TERMINATION OF PLAN

Subject to any necessary  Regulatory  Approvals,  the Committee may terminate or
suspend the Plan. Unless earlier  terminated as provided in this Section 11, the
Plan shall  terminate  on, and no more Options  shall be granted  under the Plan
after, the tenth anniversary of the Effective Date of the Plan.

11.2     NO GRANT DURING SUSPENSION OF PLAN

No Option may be granted during any  suspension,  or after  termination,  of the
Plan.  Suspension or termination  of the Plan shall not,  without the consent of
the Option Holder,  alter or impair any rights or  obligations  under any Option
previously granted.

11.3     ALTERATION IN CAPITAL STRUCTURE

If there is a material  alteration  in the capital  structure of the Company and
the Shares are consolidated,  subdivided,  converted, exchanged, reclassified or
in any way substituted  for, the Committee  shall make such  adjustments to this
Plan and to the  Options  then  outstanding  under  this  Plan as the  Committee
determines to be appropriate and equitable under the circumstances,  so that the
proportionate  interest of each Option Holder shall, to the extent  practicable,
be  maintained  as before the  occurrence of such event.  Such  adjustments  may
include, without limitation:

(a)      a change in the number or kind of shares of the Company covered by such
         Options; and


<PAGE>
                                      -15-


(b)      a change in the Exercise  Price  payable per Share  provided,  however,
         that the aggregate Exercise Price applicable to the unexercised portion
         of existing  Options shall not be altered,  it being  intended that any
         adjustments  made with respect to such Options  shall apply only to the
         Exercise Price per Share and the number of Shares subject thereto.

For purposes of this section 11.3, and without limitation, neither:

(c)      the issuance of  additional  securities  of the Company in exchange for
         adequate consideration (including services); nor

(d)      the  conversion  of  outstanding  securities of the Company into Shares
         shall be deemed to be material  alterations of the capital structure of
         the Company.

Any  adjustment  made to any Options  pursuant to this section 11.3 shall not be
considered an amendment  requiring the Option Holder's  consent for the purposes
of Section 9.2 of this Plan.

11.4     TRIGGERING EVENTS

Subject to the Company complying with section 11.5 and any necessary  Regulatory
Approvals and  notwithstanding  any other  provisions of this Plan or any Option
Certificate,  the  Committee  may,  without the consent of the Option  Holder or
Holders in question:

(a)      cause all or a portion of any of the Options  granted under the Plan to
         terminate upon the occurrence of a Triggering Event; or

(b)      cause all or a portion of any of the Options  granted under the Plan to
         be exchanged for incentive  stock options of another  corporation  upon
         the occurrence of a Triggering Event in such ratio and at such exercise
         price as the Committee deems appropriate, acting reasonably.

Such termination or exchange shall not be considered an amendment  requiring the
Option Holder's consent for the purpose of section 9.2 of the Plan.

11.5     NOTICE OF TERMINATION BY TRIGGERING EVENT

In the event that the  Committee  wishes to cause all or a portion of any of the
Options  granted under this Plan to terminate on the  occurrence of a Triggering
Event,  it must give written  notice to the Option  Holders in question not less
than 10 days prior to the consummation of a Triggering Event so as to permit the
Option  Holder the  opportunity  to exercise  the vested  portion of the Options
prior to such  termination.  Upon the giving of such  notice and  subject to any
necessary  Regulatory  Approvals,  all Options or portions thereof granted under
the Plan which the  Company  proposes  to  terminate  shall  become  immediately
exercisable  notwithstanding  any  contingent  vesting  provision  to which such
Options may have otherwise been subject.

11.6     DETERMINATIONS TO BE MADE BY COMMITTEE

Adjustments  and  determinations  under  this  Section  11  shall be made by the
Committee,  whose  decisions as to what  adjustments or  determination  shall be
made, and the extent thereof, shall be final, binding, and conclusive.



<PAGE>



                                  SCHEDULE "A"

WITHOUT PRIOR WRITTEN  APPROVAL OF THE TSX VENTURE  EXCHANGE AND COMPLIANCE WITH
ALL  APPLICABLE  SECURITIES  LEGISLATION,  THE  SECURITIES  REPRESENTED  BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR
THROUGH THE FACILITIES OF THE TSX VENTURE  EXCHANGE OR OTHERWISE IN CANADA OR TO
OR FOR THE BENEFIT OF A CANADIAN  RESIDENT  UNTIL _________[DATE FOUR MONTHS AND
ONE DAY AFTER GRANT DATE].

                             CENTRASIA MINING CORP.

                     STOCK OPTION PLAN - OPTION CERTIFICATE

This Option Certificate is issued pursuant to the provisions of the Stock Option
Plan (the "Plan") of Centrasia  Mining Corp.  (the "Company") and evidences that
________  [Name of Option  Holder] is the holder  (the  "Option  Holder")  of an
option (the "Option") to purchase up to ________ common shares (the "Shares") in
the capital stock of the Company at a purchase  price of Cdn.$___ per Share (the
"Exercise  Price").  This Option may be  exercised  at any time and from time to
time from and including the following  Grant Date through to and including up to
5:00 p.m. local time in Vancouver,  British  Columbia (the "Expiry Time") on the
following Expiry Date:

         (a)      the Grant Date of this Option is _____, 200__; and

         (b)      subject to sections  5.4,  6.2, 6.3, 6.4 and 11.4 of the Plan,
                  the Expiry Date of this Option is _________,200__.

To exercise this Option,  the Option Holder must deliver to the Administrator of
the Plan,  prior to the Expiry Time on the Expiry Date, an Exercise  Notice,  in
the form  provided  in the Plan,  which is  incorporated  by  reference  herein,
together with the original of this Option  Certificate and a certified cheque or
bank draft  payable to the Company in an amount  equal to the  aggregate  of the
Exercise Price of the Shares in respect of which this Option is being exercised.

This  Option  Certificate  and the Option  evidenced  hereby is not  assignable,
transferable  or negotiable  and is subject to the detailed terms and conditions
contained in the Plan. This Option  Certificate is issued for  convenience  only
and in the case of any dispute with regard to any matter in respect hereof,  the
provisions of the Plan and the records of the Company shall prevail. This Option
is also subject to the terms and conditions contained in the schedules,  if any,
attached hereto.

Any share  certificates  issued  pursuant to an  exercise  of the Option  before
____________[DATE  FOUR MONTHS AND ONE DAY AFTER  GRANT  DATE] will  contain the
following legend:

         "Without  prior  written  approval  of the  TSX  Venture  Exchange  and
         compliance with all applicable securities  legislation,  the securities
         represented  by  this   certificate  may  not  be  sold,   transferred,
         hypothecated  or otherwise  traded on or through the  facilities of the
         TSX Venture Exchange or otherwise in Canada or to or for the benefit of
         a Canadian  resident  until  _____________[DATE FOUR MONTHS AND ONE DAY
         AFTER GRANT DATE]."

If the Option Holder is a resident or citizen of the United States of America at
the time of the  exercise of the Option,  the  certificate(s)  representing  the
Shares will be endorsed with the following or a similar legend:

         "The  securities   represented  by  this   certificate  have  not  been
         registered under the Securities Act of 1933, as amended,  of the United
         States  of  America  (the  "Act") or the  securities  laws of any state
         ("State")  of the  United  States  of  America  and  may  not be  sold,
         transferred,   pledged,   hypothecated  or  distributed,   directly  or
         indirectly, to a U.S. person (as defined in Regulation S adopted by the
         U.S.  Securities and Exchange  Commission  under the Act) or within the

<PAGE>

                                       -2-



         United States unless such  securities are (i) registered  under the Act
         and any applicable State securities act (a "State Act"), or (ii) exempt
         from  registration  under the Act and any applicable  State Act and the
         Company has  received  an opinion of counsel to such effect  reasonably
         satisfactory  to it, or (iii) sold in accordance  with Regulation S and
         the  Company  has  received  an  opinion  of  counsel  to  such  effect
         reasonably satisfactory to it."

This  Option  was  granted  to the  Option  Holder in his or her  capacity  as a
_____________[pick one: Director, Officer, Employee,  Consultant] of the Company
_______________  [, and shall continue in effect should his or her status change
and he or she  continue in a new  capacity as a Director,  Officer,  Employee or
Consultant of the Company].


CENTRASIA MINING CORP.

Per:
         ----------------------------------
         Authorized Signatory

The Option Holder  acknowledges  receipt of a copy of the Plan and represents to
the Company that the Option Holder is familiar with the terms and  conditions of
the  Plan,  and  hereby  accepts  this  Option  subject  to all of the terms and
conditions of the Plan. The Option Holder agrees to execute,  deliver,  file and
otherwise assist the Company in filing any report,  undertaking or document with
respect to the  awarding of the Option and  exercise  of the  Option,  as may be
required by the Regulatory  Authorities.  The Option Holder further acknowledges
that if the Plan has not been approved by the shareholders of the Company on the
Grant  Date,  this  Option  is not  exercisable  until  such  approval  has been
obtained.


Signature of Optionee:

__________________________________________         Date signed: ________________
Signature

__________________________________________
Print Name

__________________________________________
Address

__________________________________________


<PAGE>



                          OPTION CERTIFICATE - SCHEDULE


The additional terms and conditions  attached to the Option  represented by this
Option Certificate are as follows:

The Options will not be  exercisable  unless and until they have vested and then
only to the extent that they have vested.  The Options  will vest in  accordance
with the  following:

         (a)      _____________  Shares (__%) will vest and be exercisable on or
                  after the Grant Date;

         (b)      _____________   additional  Shares  (__%)  will  vest  and  be
                  exercisable on or after ___________ [date];

         (c)      _____________   additional  Shares  (__%)  will  vest  and  be
                  exercisable on or after ___________ [date];

         (d)      _____________   additional  Shares  (__%)  will  vest  and  be
                  exercisable on or after ___________ [date];





<PAGE>



                                  SCHEDULE "B"

                             CENTRASIA MINING CORP.
                                STOCK OPTION PLAN

                          NOTICE OF EXERCISE OF OPTION


TO:               The Administrator, Stock Option Plan
                  CENTRASIA MINING CORP.
                  Suite 1305, 1090 West Georgia Street
                  Vancouver, B.C.  V6E 3V7
                  (or such other address as the Company may advise)


The undersigned  hereby  irrevocably gives notice,  pursuant to the Stock Option
Plan (the "Plan") of Centrasia Mining Corp. (the "Company"),  of the exercise of
the Option to acquire and hereby subscribes for (CROSS OUT INAPPLICABLE ITEM):

(a)      all of the Shares; or

(b)      of the Shares;

which are the subject of the Option  Certificate  attached  hereto  (ATTACH YOUR
ORIGINAL OPTION CERTIFICATE).

The undersigned  tenders  herewith a certified cheque or bank draft (CIRCLE ONE)
payable to "Centrasia Mining Corp." in an amount equal to the aggregate Exercise
Price of the aforesaid  Shares and directs the Company to issue the  certificate
evidencing  said  Shares  in the name of the  undersigned  to be  mailed  to the
undersigned at the following address (PROVIDE FULL COMPLETE ADDRESS):


                  ___________________________________

                  ___________________________________

                  ___________________________________

                  ___________________________________


The undersigned  acknowledges  the Option is not validly  exercised  unless this
Notice is completed  in strict  compliance  with this form and  delivered to the
required  address with the  required  payment  prior to 5:00 p.m.  local time in
Vancouver, B.C. on the Expiry Date of the Option.


DATED the _______________ day of _______________  , 20___.




                                          ______________________________________
                                          SIGNATURE OF OPTION HOLDER

<PAGE>