Exhibit 4.5

STOCK OPTION PLAN

1.         Purpose

        The purpose of the Stock Option Plan (the "Plan") of BirchMountain Resources Ltd., a corporation incorporated under the *BusinessCorporations Act* (Alberta) (the "Corporation"), is to advance the interestsof the Corporation by encouraging the directors, senior officers, employees andconsultants of the Corporation, and of its subsidiaries, if any, to acquirecommon shares in the share capital of the Corporation, thereby increasing theirproprietary interest in the Corporation, encouraging them to remain associatedwith the Corporation and furnishing them with additional incentive in theirefforts on behalf of the Corporation in the conduct of its affairs.

2.         Administration

|   | (a)    | The Plan shall be administered by the Board of Directors of the        Corporation or by a special committee of the directors appointed from        time to time by the Board of Directors of the Corporation pursuant to        rules of procedure fixed by the Board of Directors (such committee or,        if no such committee is appointed, the Board of Directors of the        Corporation is hereinafter referred to as the "Board"). A majority of        the Board shall constitute a quorum, and the acts of a majority of the        directors present at any meeting of the Board at which a quorum is        present, or acts unanimously approved in writing, shall be the acts of        the directors. |
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|   | (b)    | Subject to the provisions of the Plan, the Board        shall have authority to construe and interpret the Plan and all option        agreements entered into thereunder, to define the terms used in the Plan        and in all option agreements entered into thereunder, to prescribe,        amend and rescind rules and regulations relating to the Plan and to make        all other determinations necessary or advisable for the administration        of the Plan. All determinations and interpretations made by the Board        shall be binding and conclusive on all participants in the Plan and on        their legal personal representatives and beneficiaries.                                                  |
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|   | (c)    | Each option granted hereunder may be evidenced by        an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement        shall recite that it is subject to the provisions of this Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

3.         Stock Exchange Rules

        All options granted pursuant to this Plan shall be subject torules and policies of any stock exchange or exchanges on which the common sharesof the Corporation are then listed and any other regulatory body havingjurisdiction hereinafter (hereinafter collectively referred to as, the"Exchange").

4.         Shares Subject to Plan

        Subject to adjustment as provided in Section 15 hereof, theshares to be offered under the Plan shall consist of common shares of theCorporation's authorized but unissued common shares ("Shares"). The aggregatenumber of Shares issuable upon the exercise of all options granted under thePlan shall not exceed 10,269,047 Shares. If any option granted hereunder shallexpire or terminate for any reason in accordance with the terms of the Planwithout being exercised, the unpurchased Shares subject thereto shall again beavailable for the purpose of this Plan.

5.         Maintenance of Sufficient Capital

T        he Corporation shall at all times during the term of thePlan reserve and keep available such numbers of Shares as will be sufficient tosatisfy the requirements of the Plan.

6.         Eligibility and Participation

|   | (a)    | Directors, senior officers, consultants, and employees of the        Corporation or its subsidiaries, and employees of a person or company        which provides management services to the Corporation or its        subsidiaries ("Management Company Employees") shall be eligible for        selection to participate in the Plan (such persons hereinafter        collectively referred to as "Participants"). Subject to compliance with        applicable requirements of the Exchange, Participants may elect to hold        options granted to them in an incorporated entity wholly owned by them        and such entity shall be bound by the Plan in the same manner as if the        options were held by the Participant. |
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|   | (b)    | Subject to the terms hereof, the Board shall determine to whom options        shall be granted, the terms and provisions of the respective option        agreements, the time or times at which such options shall be granted and        vested, and the number of Shares to be subject to each option. In the        case of employees or consultants of the Corporation or Management        Company Employees, the option agreements to which they are party must        contain a representation of the Corporation that such employee,        consultant or Management Company Employee, as the case may be, is a bona        fide employee, consultant or Management Company Employee of the        Corporation or its subsidiaries.                  |
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|   | (c)    | A Participant who has been granted an option may, if such Participant is        otherwise eligible, and if permitted under the policies of the Exchange,        be granted an additional option or options if the Board shall so        determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

7.         Exercise Price

|   | (a)    | The exercise price of the Shares subject to each option shall be        determined by the Board, subject to applicable Exchange approval, at the        time any option is granted. In no event shall such exercise price be        lower than the exercise price permitted by the Exchange.                                                                                                                                                                        |
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|   | (b)    | Once the exercise price has been determined by the Board, accepted by        the Exchange and the option has been granted, the exercise price of an        option may be reduced upon receipt of Board approval, provided that in        the case of options held by insiders of the Corporation (as defined in        the policies of the Exchange), the exercise price of an option may be        reduced only if disinterested shareholder approval is obtained. |

8.         Number of Optioned Shares

|   | (a)    | The number of Shares subject to an option granted to any one Participant        shall be determined by the Board, but no one Participant shall be        granted an option which exceeds the maximum number permitted by the        Exchange.                                                                                                                                                                                                                                                                                                                                                                              |
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|   | (b)    | No single Participant may be granted options to purchase a number of        Shares equaling more than 5% of the issued Shares of the Corporation in        any one twelve-month period unless the Corporation has obtained the        requisite disinterested shareholder approval and meets applicable        Exchange requirements.                                                                                                                                                                                                                                                                                      |
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|   | (c)    | Options shall not be granted if the exercise thereof would result in the        issuance of more than 2% of the issued Shares of the Corporation in any        one twelve month period to any one consultant of the Corporation (or its        subsidiaries or affiliates).                                                                                                                                                                                                                                                                                                                                                |
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|   | (d)    | Options shall not be granted if the exercise thereof would result in the        issuance of more than 2% of the issued Shares of the Corporation in any        one twelve-month period to persons employed to provide investor        relations activities (as such terms are defined in the policies of the        Exchange) for the Corporation. Options granted to consultants performing        investor relations activities for the Corporation will contain vesting        provisions such that vesting occurs over at least 12 months with no more        than 1⁄4 of the options vesting in any 3 month period. |

9.         Duration of Option

        Each option and all rights thereunder shall be expressed toexpire on the date set out in the option agreement and shall be subject toearlier termination as provided in Sections 11 and 12, provided that in nocircumstance shall the duration of an option exceed the maximum term permittedby the Exchange. For greater certainty, if the Corporation is listed on the TSXVenture Exchange Inc. ("TSX-V"), the maximum term may not exceed 10 years if theCorporation is classified as a "Tier 1 Issuer" by the TSX-V, and the maximumterm may not exceed 5 years if the Corporation is classified as a "Tier 2Issuer" by the TSX-V.

10.         Option Period, Consideration and Payment

|   | (a)    | The option period shall be a period of time fixed by        the Board not to exceed the maximum term permitted by the Exchange,        provided that the option period shall be reduced with respect to any        option as provided in Sections 11 and 12 covering cessation as a        director, senior officer, consultant, employee or Management Company        Employee of the Corporation or its subsidiaries, or death of the        Participant.                                                                                                                                                                                                                                                                                         |
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|   | (b)    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Subject to the policies of the Exchange, an option shall vest and may be        exercised (in each case to the nearest full Share) during the option        period: |
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|   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | in the circumstance where the number of Shares reserved for issuance            by the Board pursuant to the exercise of options granted is less            than or equal to 10% of the number of issued and outstanding Shares            of the Corporation, in such manner as the Board may determine; |
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|   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | in the circumstance where the Corporation is            classified as a Tier 2 Issuer by the TSX-V, and the number of Shares            reserved for issuance by the Board pursuant to the exercise of            options granted is greater than 10% of the issued and outstanding            Shares of the Corporation, in accordance with a vesting schedule            which shall be established by the Board and which shall be            acceptable to the Exchange. |
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|   | (c)    | Subject to any vesting restrictions imposed by the        Board or the Exchange, options may be exercised in whole or in part at        any time and from time to time during the option period. To the extent        required by the Exchange, no options may be exercised under this Plan        until this Plan has been approved by a resolution duly passed by the        shareholders of the Corporation.                                                                                                                                                                                                                                                                                                                                     |
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|   | (d)    | Except as set forth in Sections 11 and 12, no option        may be exercised unless the Participant is at the time of such exercise        a director, senior officer, consultant, or employee of the Corporation        or any of its subsidiaries, or a Management Company Employee of the        Corporation or any of its subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   | (e)    | The exercise of any option will be contingent        upon receipt by the Corporation at its head office of a written notice        of exercise, specifying the number of Shares with respect to which the        option is being exercised, accompanied by cash payment, certified cheque        or bank draft for the full purchase price of such Shares with respect to        which the option is exercised. No Participant or his legal        representatives, legatees or distributees will be, or will be deemed to        be, a holder of any Shares of the Corporation, unless and until the        certificates for such Shares issuable pursuant to options under the Plan        are issued to him or them under the terms of the Plan. |

11.         Ceasing To Be a Director, Senior Officer, Consultant orEmployee

|   | (a)    | If a Participant shall cease to be a director, senior officer,        consultant, employee or a Management Company Employee of the Corporation        or its subsidiaries for any reason (other than death), such Participant        may exercise his option to the extent that the Participant was entitled        to exercise it at the date of such cessation, provided that such        exercise must occur within 90 days after the Participant ceases to be a        director, senior officer, consultant, employee or a Management Company        Employee, unless such Participant was engaged in investor relations        activities, in which case such exercise must occur within 30 days after        the cessation of the Participant's services to the Corporation or its        subsidiaries. |
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|   | (b)    | Nothing contained in the Plan, nor in any option granted pursuant to the        Plan, shall as such confer upon any Participant any right with respect        to continuance as a director, senior officer, consultant, employee or        Management Company Employee of the Corporation or of any of its        subsidiaries or affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

12.         Death of Participant

        Notwithstanding section 11, in the event of the death of aParticipant, the option previously granted to him shall be exercisable onlywithin the one (1) year after such death and then only:

|   | (a)    | by the person or persons to whom the Participant's rights under the        option shall pass by the Participant's will or the laws of descent and        distribution; and |
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|   | (b)    | if and to the extent that such Participant was entitled to exercise the        option at the date of his death.                                                            |

13.         Rights of Optionee

        No person entitled to exercise any option granted under thePlan shall have any of the rights or privileges of a shareholder of theCorporation in respect of any Shares issuable upon exercise of such option untilcertificates representing such Shares shall have been issued and delivered.

14.         Proceeds from Sale of Shares

        The proceeds from the sale of Shares issued upon the exerciseof options shall be added to the general funds of the Corporation and shallthereafter be used from time to time for such corporate purposes as the Boardmay determine.

15.         Adjustments

|   | (a)    | If the outstanding Shares of the Corporation are increased, decreased,        changed into or exchanged for a different number or kind of shares or        securities of the Corporation or another corporation or entity through        re-organization, merger, re-capitalization, re-classification, stock        dividend, subdivision or consolidation, any adjustments relating to the        Shares optioned or issued on exercise of options and the exercise price        per Share as set forth in the respective stock option agreements shall        be made in accordance with the terms of such agreements. |
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|   | (b)    | Adjustments under this Section shall be made by the Board whose        determination as to what adjustments shall be made, and the extent        thereof, shall be final, binding and conclusive. No fractional Shares        shall be required to be issued under the Plan on any such adjustment.                                                                                                                                                                                                                                                                                                                       |

16.         Transferability

        All benefits, rights and options accruing to any Participantin accordance with the terms and conditions of the Plan shall not betransferable or assignable unless specifically provided herein or the extent, ifany, permitted by the Exchange. During the lifetime of a Participant anybenefits, rights and options may only be exercised by the Participant.

17.         Amendment and Termination of Plan

        Subject to applicable approval of the Exchange, the Boardmay, at any time, suspend or terminate the Plan. Subject to applicable approvalof the Exchange, the Board may also at any time amend or revise the terms of thePlan, provided that no such amendment or revision shall result in a materialadverse change to the terms of any options theretofore granted under the Planunless shareholder approval, or disinterested shareholder approval, as the casemay be, is obtained for such amendment or revision.

18.         Necessary Approvals

        The ability of a Participant to exercise options and theobligation of the Corporation to issue and deliver Shares in accordance with thePlan is subject to any approvals which may be required from shareholders of theCorporation and any regulatory authority or stock exchange having jurisdictionover the securities of the Corporation. If any Shares cannot be issued to anyParticipant for whatever reason, the obligation of the Corporation to issue suchShares shall terminate and any option exercise price paid to the Corporationwill be returned to the Participant.

19.         Effective Date of Plan

        The Plan has been adopted by the Board of the Corporationsubject to the approval of the Exchange and, if so approved, subject to thediscretion of the Board, the Plan shall become effective upon such approvalsbeing obtained.

20.         Interpretation

        The Plan will be governed by and construed in accordance withthe laws of the Province of Alberta.

        MADE by the Board of Directors of the Corporation asevidenced by the signature of the following director duly authorized in thatbehalf effective the 7th day of May, 2004 and approved by theshareholders of the Corporation on July 8, 2004.

 

|   | **BIRCH MOUNTAIN RESOURCES LTD.** |
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|   |                                   |
|   |                              |
|   | Per:                              |   |
|   | Name:                             | Douglas J. Rowe |
|   | Title:                            | President and Chief Executive Officer |