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                                 EXHIBIT 10.48*

                                GLAMIS GOLD LTD.

                                  A M E N D E D
                      INCENTIVE SHARE PURCHASE OPTION PLAN


                     Dated for Reference September 30, 1995


                                    ARTICLE 1

                         DEFINITIONS AND INTERPRETATION

DEFINITIONS

1.1            In the Plan:

        ASSOCIATE has the meaning ascribed thereto in the Securities Act
        (British Columbia);

        BOARD means the board of directors of the Company;

        COMMON SHARES means Common shares without par value in the capital of
        the Company;

        COMPANY means Glamis Gold Ltd.

        DIRECTOR means a director of the Company;

        EFFECTIVE DATE of an Option means the date on which the Option is
        granted, whether or not the grant is subject to any Regulatory approval;

        EMPLOYEE means an employee of the Company or of a Subsidiary of the
        Company;

        EXPIRY DATE of an Option means the day on which an Option lapses;

        INSIDER means

               (i) an insider of the Company as defined in the Securities Act
               (British Columbia), other than a person who is such an insider
               solely by virtue of being a director or senior officer of a
               subsidiary of the Company, and

               (ii) an Associate of a person who is an Insider by virtue of
               Section (i);





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        OFFICER means an individual who is an officer of the Company as an
        appointee of the Board;

        OPTION means a right to purchase Common Shares granted under the Plan to
        a Service Provider;

        OPTION COMMITTEE means a committee to which the Board delegates the
        power to grant Options hereunder;

        OPTION COMMITMENT means a notice of a grant of an Option under the Plan,
        substantially in the form of the Schedule hereto, delivered by the
        Company to the Optionee;

        OPTIONED SHARES means Common Shares subject to an Option;

        OPTIONEE means a person to whom an Option is granted by the Company
        under the Plan;

        PLAN means this Incentive Share Purchase Option Plan;

        REGULATORY APPROVAL means the approval of The Toronto Stock Exchange and
        every other stock exchange or securities regulatory agency that may have
        jurisdiction in the circumstances;

        RETIRED means, with respect to an Officer or Employee, the early or
        normal retirement of the Officer or Employee from his duties with the
        Company, and, with respect to a Director, retirement in accordance with
        the Articles of the Company;

        SERVICE PROVIDER means:

               (i)    an Employee or Insider; and

               (ii) any other person or company engaged to provide ongoing
               management or consulting services for the Company or a subsidiary
               of the Company or any other entity controlled by the Company;

        SHARE COMPENSATION ARRANGEMENT means a stock option plan, stock purchase
        plan or other compensation or incentive mechanism involving the issuance
        or potential issuance of shares in the capital of the Company to one or
        more Service Providers, including a share purchase from treasury which
        is financially assisted by the Company OR A SUBSIDIARY OF THE COMPANY by
        way of a loan, guarantee or otherwise;

        SUBSCRIPTION PRICE means the amount payable on an exercise of an Option;





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        SUBSIDIARY means a subsidiary as determined under the Company Act
        (British Columbia);

        TOTALLY DISABLED, with respect to an Employee or Officer, means that,
        solely because of disease or injury, the Employee or Officer is deemed
        by a qualified physician selected by the Company to be unable to work at
        his occupation with the Company and, with respect to a Director, means
        that, solely because of disease or injury, the Director is deemed by a
        qualified physician selected by the Company to be unable to carry out
        his or her responsibilities on the Board.

        A reference to a statute includes all regulations made thereunder, all
        amendments to the statute or regulations in force from time to time, and
        any statute or regulation that supplements or supersedes such statute or
        regulations.


                                    ARTICLE 2

                                    THE PLAN

PURPOSE OF PLAN

2.1 The purpose of the Plan is to recognize contributions made by Service
Providers and to provide for an incentive for their continuing relationship with
the Company and its Subsidiaries.

ELIGIBILITY

2.2 Options to purchase unissued Common Shares may be granted hereunder to
Service Providers by the Board in its discretion.

INCORPORATION OF TERMS OF PLAN

2.3 Subject to specific variations approved by the Board, all terms and
conditions set out herein will be incorporated into and form part of each Option
granted under the Plan.

MAXIMUM NUMBER OF SHARES TO BE ALLOTTED

2.4            The maximum aggregate number of Common Shares that may be

        (a)    allotted for issuance under the Plan, is 2,600,000;

        (b) reserved for issuance to any one person under the Plan shall be 5%
        of the Common Shares outstanding at the time of the grant (on a
        non-diluted basis), less the




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        aggregate number of Common Shares reserved for issuance to such person
        under any other option to acquire Common Shares;

        (c) reserved for issuance to Insiders under the Plan shall be 10% of the
        Common Shares outstanding at the time of the grant (on a non-diluted
        basis), less the aggregate number of Common Shares reserved for issuance
        to Insiders under any other Share Compensation Arrangement,

        (d) issued under the Plan in any one year period to an Insider and his
        Associates, is 5% of the number of Common Shares issued and outstanding
        (on a non-diluted basis) immediately before that time,less any Common
        Shares issued to such person or his Associates pursuant to any other
        Share Compensation Arrangement during the preceding one year period;

        (e) issued within any one-year period to Insiders pursuant to the
        exercise of Options shall not exceed 10% of the number of Common Shares
        issued and outstanding (on a non-diluted basis) immediately before that
        time, less any Common Shares acquired by Insiders pursuant to any other
        Share Compensation Arrangement during the preceding one year period;

except as approved by the holders of common shares of the Company (but only if
and to the extent such approval is required by The Toronto Stock Exchange).

2.5 For the purposes of subparagraphs 2.4(c) and (d), the number of Common
Shares issued and outstanding shall be determined on the number of Common Shares
that are outstanding immediately prior to the time of calculation, excluding
Common Shares issued pursuant to Share Compensation Arrangements over the
preceding one-year period.

2.6 For purposes of calculations under Section 2.4(c), there will be excluded
from consideration any allotment or issuance of a share to a person at a time
when that person was not an Insider, or was not an Associate of an Insider, as
the case may be.

SHAREHOLDER APPROVAL

2.7 If and to the extent that an approval referred to in Section 2.4 is required
by The Toronto Stock Exchange, the approval must be given by a resolution passed
by a majority of the votes cast thereon at a meeting of holders of all classes
of common shares of the Company, and may be given by way of confirmation at the
first meeting of such shareholders following establishment of the Plan, and no
Optioned Share will be issued pursuant to any Option before it has been
determined that no such approval is required or, if it is required, before it
has been given.





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SHARE NOT ACQUIRED

2.8 For the purposes of Section 2.4, a Common Share that might have been but was
not acquired under an Option which has expired or been cancelled or terminated
will be considered as not having been the subject of the Option.

POWERS OF BOARD

2.9 The Board will be responsible for the general administration of the Plan,
the proper execution of its provisions, the interpretation of the Plan and the
determination of all questions arising pursuant to the Plan, and without
limiting the generality of the foregoing, the Board will have the power to

        (a)    grant Options pursuant to the Plan,

        (b) allot Common Shares for issuance on the exercise of Options,

        (c) subject to Regulatory Approval, amend, suspend, terminate or
        discontinue the Plan, or revoke or alter any action taken pursuant to
        the Plan, except that no amendment, suspension, termination or
        discontinuance of the Plan will alter or impair any Option without the
        written consent of the Optionee, and

        (d) delegate its powers to an Option Committee.


                                    ARTICLE 3

                         TERMS AND CONDITIONS OF OPTIONS

SUBSCRIPTION PRICE

3.1 The Subscription Price per Common Share to be acquired on the exercise of an
Option will be either

        (a) the closing price per share for the Common Shares on The Toronto
        Stock Exchange on the last trading day on such exchange before the
        Effective Date of the Option,

        (b) if at the time of granting the Option the Board is of the opinion
        that the price determined under Section (a) would not be a
        representative price, the simple average of the high and low trading
        prices per share for the Common Shares on The Toronto Stock Exchange on
        the last five trading days on such exchange before the Effective Date of
        the Option on which a trade of Common Shares occurred, or





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        (c) such other price as determined by the Board and as approved by The
        Toronto Stock Exchange in respect of share purchase options issued under
        the Plan which are the result of options to acquire shares of acquired
        companies being converted into options to acquire common shares.

TERM OF OPTIONS

3.2 The term of an Option will be such period after the Effective Date thereof,
not exceeding ten years, as the Board determines at the time of granting of the
Option.

VESTING OF OPTION RIGHTS

3.3 The Board may fix the terms of any Option granted in such manner as the
Board determines in its discretion.

LIMITATION ON RIGHT TO EXERCISE

3.4 No Option may be exercised after the time at which the Optionee ceases to be
a Service Provider, except as follows:

        (a) if the Optionee ceases to be a Service Provider by reason of the
        death of the Optionee, the personal representatives of the Optionee may,
        from time to time no later than the Expiry Date of the Option and one
        year after the time of death, exercise the Option as to a total number
        of shares not exceeding the number of shares as to which the Optionee
        was entitled to and did not exercise at the time of death;

        (b) if the Optionee ceases to be a Service Provider by reason that the
        Optionee has Retired or become Totally Disabled, the Optionee or, if the
        Optionee dies after that time the personal representatives of the
        Optionee, may from time to time no later than the Expiry Date of the
        Option and 2 years after ceasing to be a Service Provider, exercise the
        Option as to a total number of shares as to which the Optionee would
        from time to time have been entitled to acquire if he had remained as a
        Service Provider;

        (c) if the Optionee ceases to be a Service Provider by reason that

                      (i) the Optionee is dismissed from office or employment
                      for cause in circumstances under which Section (b) does 
                      not apply, or

                      (ii) the Optionee terminates his employment in order to
                      become employed by an employer which is in competition
                      with the Company,

        the Optionee or, if the Optionee dies after ceasing to be a Service
        Provider, the personal representatives of the Optionee, may from time to
        time no later than the




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        Expiry Date of the Option and 30 days after that time, exercise the
        Option as to a total number of shares not exceeding the number of shares
        as to which the Optionee was entitled to and did not exercise at the
        time of ceasing to be a Service Provider; and

        (d) if the Optionee ceases to be a Service Provider in circumstances
        other than as provided in subparagraphs (a), (b) and (c), the Optionee
        or, if the Optionee dies after that time, the personal representatives
        of the Optionee, may from time to time no later than the Expiry Date of
        the Option and 90 days after ceasing to be a Service Provider, exercise
        the Option as to a total number of shares not exceeding the number of
        shares as to which the Optionee was entitled to and did not exercise at
        the time of ceasing to be a Service Provider.

NON ASSIGNABILITY

3.5 Except as provided in Section 3.4 an Option may be exercised only by the
Optionee to whom it is granted and will not be assignable.

ADJUSTMENT

3.6 The number of Common Shares subject to an Option will be subject to
adjustment in the events and in the manner following:

        (a) if the Common Shares are subdivided or consolidated after the
        Effective Date of an Option, or the Company pays to holders Common
        Shares of record as of a date after the Effective Date of an Option a
        dividend payable in Common Shares, the number of Common Shares which
        would be acquired on any exercise of the Option thereafter will be
        adjusted to the number of such shares that the Optionee would hold
        through the combined effect of such exercise and such subdivision,
        consolidation or stock dividend if the time of the subdivision or
        consolidation or the record date of such stock dividend had been
        immediately after the exercise, and the number of such shares referred
        to in Section 2.4(a) as previously allotted or considered as allotted or
        issued for the purposes of Section 2.4(c) will be correspondingly
        adjusted;

        (b) if there is any capital reorganization, reclassification or other
        change or event affecting the Common Shares to which Section(a) does not
        apply, the board will determine whether in the circumstances it is just
        and equitable that there be some alteration in the securities or other
        consideration to be acquired by Optionees on the exercise of Options
        then outstanding and will make such amendments to the Plan as the Board
        considers appropriate in the circumstances to ensure a just and
        equitable result; and

        (c) the Company will not be required to issue any fractional share in
        satisfaction of its obligations hereunder or any payment in lieu
        thereof.





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DISPUTES

3.7 If any question arises at any time with respect to the Subscription Price or
number of Optioned Shares deliverable upon exercise of an Option in any of the
events set out in this Section3.7, such question will, subject to receipt of
applicable regulatory approval, be conclusively determined by the Company's
auditor, or, if the auditor declines to so act, any other firm of chartered
accountants in Vancouver, British Columbia that the Company may designate, and
such auditor or other firm will have access to all appropriate records and its
determination will be binding upon the Company and all Optionees.


                                    ARTICLE 4

                                    PROCEDURE

OPTION COMMITMENT

4.1 Upon the granting of an Option hereunder, the Chairman or President of the
Company, or if the Board has delegated its duties hereunder to a Option
Committee, any member of such committee, will execute and deliver to the
Optionee an Option Commitment detailing the terms of the Option and upon such
delivery the Optionee will be a participant in the Plan and have the right to
purchase the Optioned Shares at the Subscription Price set out therein, subject
to the terms of the Option Commitment and the Plan.

MANNER OF EXERCISE

4.2 An Optionee being entitled to and wishing to exercise an Option may do so
only by delivering to the Company at its head office:

        (a) a written notice addressed to the Company specifying the number of
        Optioned Shares being acquired pursuant to the Option; and

        (b) a certified cheque or bank draft payable to the Company for the
        aggregate Subscription Price for the Optioned Shares being acquired.

SHARE CERTIFICATES

4.3 Upon an exercise of an Option the Company will direct its transfer agent to
issue a share certificate to an Optionee for the appropriate number of Optioned
Shares not later than five days thereafter.






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                                    ARTICLE 5

                               GENERAL PROVISIONS

GOVERNING LAW

5.1 The Plan will be construed in accordance with and the rights of the Company
and the Optionees will be governed by the laws of British Columbia and the laws
of Canada applicable therein.

NOTICE

5.2 Each notice, demand or communication required or permitted to be given under
the Plan will be in writing and will be delivered to the person to whom it is
addressed. The date of delivery of such notice, demand or communication will be
the date of receipt by the addressee.

Board approval of this Amended Plan is hereby evidenced by the signature of the
Company's President as of the 23rd day of October, 1998.


GLAMIS GOLD LTD.


Per:    "C. Kevin McArthur"
        -----------------------------
        C. Kevin McArthur, President





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                                    SCHEDULE


                        SHARE PURCHASE OPTION COMMITMENT

Notice is hereby given that, effective __, 199__ (the "Effective Date") Glamis
Gold Ltd. (the "Company") has, pursuant to the Company's Incentive Share
Purchase Option Plan (the "Plan"), granted to - (the "Optionee"), an Option (the
"Option") to acquire up to Common Shares (the "Optioned Shares") up to 5:00 p.m.
Vancouver Time on _________, 19__ (the "Expiry Date") at a Subscription Price of
Cdn. $_______ per share.

Optioned Shares may be acquired as follows:

The grant of the Option evidenced hereby is made on and subject to the terms and
conditions of the Plan, which are incorporated by reference herein. The number
of Optioned Shares will be adjusted if and to the extent required in accordance
with Section 3.7 of the Plan.

To exercise the Option, the Optionee must, unless otherwise agreed to by the
Company, deliver to the Company at its head office a written notice specifying
the number of Optioned Shares the Optionee wishes to acquire, together with a
certified cheque or bank draft payable to the Company for the aggregate
Subscription Price for such shares. A share certificate evidencing the Optioned
Shares thereby acquired will be issued to the Optionee by the Company's transfer
agent in accordance with the Plan.


GLAMIS GOLD LTD.



Per:
    ---------------------------------