Filed by Automated Filing Services Inc. (604) 609-0244 - Entourage Mining Ltd. - Exhibit 10.1





EXHIBIT 10.1

 2005 STOCK OPTION PLAN

  Entourage Mining Ltd.

 Stock Option Plan

	1.0 	Purpose of the Plan
	 	 
	 	The purpose of the Plan is to provide
        financial incentives to improve corporate profitability and shareholder
        value by attracting and motivating directors, officers, employees and
        consultants of the Company. The Plan replaces and supersedes the previous
        stock option plan of the Company. Any options granted under the previous
        stock option plan of the Company are deemed to be continued under the
        terms of this Plan. 

	 	

	 	 The Board of Directors has sole discretion,
        subject to the terms and conditions of the Plan, to determine the persons
        to whom grants should be made. The Board shall determine the terms and
        conditions of the Options granted, provided however, that the intent is
        that grants shall be determined by an assessment of an individual’s
        current and expected future performance, level of responsibilities and
        the importance of the position to the Company and expected impact on improvements
        in shareholder value. 

	 	 
	2.0	 Defined Terms
	 	 
	 	 Where used herein, the following terms shall have the following
      meanings, respectively: 
	 	 	 
	 	2.1 	“Associate” means any associate, as such term
      is defined in Subsection 1(1) of the Securities Act (British Columbia);
	 	 	 
	 	2.2 	“Company” means Entourage Mining Ltd. and includes
      any successor thereof;
	 	 	 
	 	2.3	“Director” means at any particular time a director
      of the Company;
	 	 	 
	 	2.4	 “Eligible Person” means: 
	 	 	 
	 	 	(a) 	any employee, director, senior officer or consultant of the Company or
      any subsidiary of the Company (an “Eligible Individual”); 
	 	 	
(b) 
	a company wholly owned by an Eligible Individual, the issued and outstanding
      voting shares of which are and will continue to be owned by such Eligible
      Individual (an “Employee Company”); or
	 	 	(c) 	a consultant as defined by the BC Securities Commission Multilateral Instrument
      45-104 who does not perform investor relations activities for the Company;
      or
	 	 	
(d) 
	an employee of a management company providing services (other than investor
      relations) to the Company at the time the option is granted such that a
      Canadian prospectus exemption is available for the issuance of the Option
      to such employee. 






 

	 	2.5	“Insider” means any insider
        as such term is defined in Subsection 1(1) of the Securities Act
        (British Columbia) of the Company, other than a person who falls within
        that definition solely by virtue of being a director or senior officer
        of a subsidiary, and includes any Associate of any such insider;

	 	 	 
	 	2.6	 “Market Price” at any date
        in respect of the Shares means the average of the closing prices for the
        ten trading days on the principal trading market for the Shares, provided
        that the “Market Price” shall not be lower than the average
        of the closing prices of the Shares for the ten trading days immediately
        preceding the day on which the Option is granted or such other price as
        the Directors may, in their sole discretion, deem to be a fair market
        value for the Shares and for the Option Price. 

	 	 	 
	 	2.7 	 “Option” means an option
        to purchase Shares granted to an Eligible Person under the Plan; 

	 	 	 
	 	2.8	“Option Price” means the
        price per Share at which Shares may be purchased under an Option as the
        same may be adjusted from time to time in accordance with Article 8 hereof;
      

	 	 	 
	 	2.9	“Optioned Shares” means the
        Shares issuable pursuant to an exercise of the Option;

	 	 	 
	 	2.10	 “Optionee” means an Eligible
        Person to whom an Option has been granted and who continues to hold such
        an Option;

	 	 	 
	 	2.11	“Plan” means the 2005 Stock
        Option Plan of the Company as the same may be further amended or varied
        from time to time;

	 	 	 
	 	2.12	“Shares” means the Common
        Shares of the Company or in the event of an adjustment contemplated by
        Article 8 hereof such other shares or securities to which an Optionee
        may be entitled upon the exercise of an Option as a result of such adjustment;

	 	 	 
	 	2.13	“Subsidiary means any company which
        is a subsidiary of the Company, as such term is defined in Subsection
        1(4) of the Securities Act (British Columbia) and expressly includes
        any foreign subsidiary the Company has or may acquire. 

	 	 	 
	3.0	 Administration of the Plan
	 	 	 
	 	3.1 	The Board of Directors of the Company
        shall administer the Plan by way of resolutions authorizing the granting
        of options at prices they determine to persons they determine and by way
        of their authorization of Company officers or Directors to enter into
        option agreements on the part of the Company. 

	 	 	 
	 	3.2 	 The Directors shall have the power where
        consistent with the general purpose and intent of the Plan and subject
        to the specific provisions of the Plan: 

	 	 	 
	 	 	 (a)	 to establish policies and to adopt rules and regulations for carrying
      out the purposes, provisions and administration of the Plan; 






 

	 	 	 (b)
	to interpret and construe the Plan and to determine
        all questions arising out of the Plan or any Option and any such interpretation,
        construction or determination made by the Directors shall be final, binding
        and conclusive for all purposes;

	 	 	 (c)
	to determine the number of Shares covered by each Option;
	 	 	 (d) 
	to determine the Option Price of each Option; 
	 	 	 (e)
	to determine the time or times when Options will be granted and exercisable;
	 	 	 (f)
	to determine if the Shares which are issuable on the exercise of an Option
      will be subject to any restrictions upon the exercise of such Options; and
	 	 	 (g)
	to prescribe the form of the instruments used in conjunction with the
      Plan, including those relating to the grant and exercise of the Option.
    
	 	 	 
	4.0	 Shares Subject to the Plan
	 	 	 
	 	Options may be granted in
        respect to authorized and unissued Shares, provided the aggregate number
        of Shares reserved for issuance upon exercise of all Options granted under
        the Plan, subject to any adjustment of such number pursuant to the provisions
        of Article 8 hereof, shall not exceed 2,200,000 Shares. Upon exercise
        of an Option, the maximum number of Shares available for issuance under
        the Plan and under the Option shall decrease by the number of Shares to
        which the Option was exercised. If an option expires or terminates for
        any reason without having been exercised in full, the unpurchased Shares
        subject thereto shall again be available for the purposes of the Plan.
      

	 	
	

	 	 The Company will at times
        reserve for issuance and keep available such number of Shares as shall
        be sufficient to satisfy the requirements of the Plan. 

	 	
	

	 	 Any options outstanding
        under the previous option plan of the Company as of the date of the Plan,
        shall be continued under the Plan as though they had been granted thereunder.

	 	
	

	5.0	Eligibility; Grant; Terms
        of the Option

	 	
	

	 	5.1
	 Options may be granted to any Eligible
        Person as determined by the Directors from time to time in accordance
        with the provisions hereof. 

	 	 	 
	 	5.2 	Subject as herein otherwise specifically
        provided, the Directors shall determine the number of Shares subject to
        each Option, the Option Price of each Option, the expiration date of each
        Option, the extent to which each Option exercisable from time to time
        during the term of the Option and any other terms and conditions relating
        to each Option; provided, however, that if no specific determination is
        made by the Directors with respect to any of the foregoing matters, each
        Option shall contain the following terms and conditions: 







 

	 	 	(a)
	 the period during which the Option shall be exercisable
        shall in no event be greater than five years following the Date of Grant;

	 	 	(b) 
	the Directors shall have complete discretion with
        respect to the terms of any such vesting schedule, including, without
        limitation, discretion to: permit partial vesting in stated percentage
        amounts based on the Term of such Option; and permit full vesting after
        a stated period of time has passed from the Date of Grant;

	 	 	(c)
	 the Option Price shall not be less than the Market
        Price. 

	 	 	

	 	5.3 	 Subject to any adjustments
        pursuant to the provisions of Article 8 hereof, the Option Price of any
        Option shall in no circumstance be lower than the Market Price on the
        date on which Directors approve the grant of the Option. 

	 	 	 
	 	5.4	 The total number of Shares
        issuable to any one Optionee under this Plan together with any Shares
        reserved for issuance to such Optionee under any other share compensation
        arrangement shall not exceed on a yearly basis 20% of the issued and outstanding
        Shares at the date of the grant of the Option. 

	 	 	

	 	5.5	 An Option is personal to
        each Optionee and is non-transferable and non-assignable, save and except
        to their estate or attorney at law acting for their estate. 

	 	 	 
	 	5.6 	 Options granted under the
        Plan may not be cancelled except by written consent of the parties or
        as otherwise provided herein. 

	 	 	

	6.0	 Termination of Employment; Death 
	 	 	

	 	6.1 	Except as provided by clause
        6.2, if the Optionee shall cease to be an Eligible Person, then that person’s
        Option will terminate thirty (30) days following the date of cessation.
      

	 	 	

	 	6.2 	 If the Optionee dies while
        still an Eligible Person then that person’s estate may exercise
        the option for a period of up to 180 days from the date of death on the
        same terms and conditions. 

	 	 	

	 	6.3 	 If the Optionee is an Employee
        Company, the references to the Optionee in this Article 6 shall be deemed
        to refer to the Eligible Individual associated with the Employee Company.
      

	 	 	

	7.0 	 Exercise of Options
	 	 	

	 	7.1	 Subject to the provisions
        of the Plan an Option may be exercised from time to time by delivery to
        the Company of a written notice of exercise specifying the number of Shares
        with respect to which the Option is being exercised. Subject to any provisions
        of the Plan to the contrary, certificates for such shares shall be issued
        and delivered to the Optionee within three business days following the
        receipt of such notice and full payment. 







 

	8.0 	Certain Adjustments
	 	 	 	 
	 	8.1	 In the event of: 
	 	 	 	 
	 	 	 	(a) any reduction in the number of Shares due to consolidation thereof;
	 	 	 	(b) any increase in the number of Shares due to subdivision thereof; or
	 	 	 	 (c) any reclassification of the Shares, 
	 	 
	 	
	an appropriate adjustment shall be made in the
      number or kind of shares issuable pursuant to the exercise of the Option,
      subsequent to any such change in the number or kind of outstanding shares
      becomes effective.
	 	 	 	 
	9.0	 Amendment or Discontinuance of the
      Plan
	 	 	 	 
	 	9.1	 The Directors may amend or discontinue the Plan
      at any time subject to regulatory approval, if required. 
	 	 	 	 
	10.0 	 Miscellaneous Provisions
	 	 	 	 
	 	10.1	 An Optionee shall not have
        any rights as a shareholder of the Company with respect to any of the
        Shares subject to such Option until the date of issuance of a certificate
        for Shares upon the exercise of such Option, in full or in part, and only
        then with respect to the Shares represented by such certificate or certificates.
        Without in any way limiting the generality of the foregoing and subject
        to the provisions of Article 8 hereof, no adjustments shall be made for
        distributions or other rights for which the record date is prior to the
        date such share certificate is issued. 

	 	 	

	 	10.2 	 Nothing in the plan or
        any Option shall confer upon an Optionee any right to continue in the
        employ of the Company or any Subsidiary, or affect in any way the right
        of the Company or any Subsidiary to terminate his or her employment at
        any time; nor shall anything in the Plan or any Option be deemed or construed
        to constitute an agreement, or an expression of intent, on the part of
        the Company or any Subsidiary to extend the employment of any Optionee
        beyond the time which he or she would normally be retired pursuant to
        the provisions of any present or future retirement policy of the Company
        or any Subsidiary, or beyond the time at which he or she would otherwise
        be retired pursuant to the provisions of any contract of employment with
        the Company or any Subsidiary. 

	 	 	

	 	10.3	 Notwithstanding Section
        5.5 hereof, Options may be transferred or assigned between Eligible Individuals
        and the related Employee Company provided the assignor delivers notice
        to the Company prior to the assignment and the Directors approve such
        assignment, such approval not to be unreasonably withheld. 

	 	 	

	 	10.4	 The Plan and all matters
        to which reference is made herein shall be governed by and interpreted
        in accordance with the laws of the Province of British Columbia and the
        laws of Canada. 





January 5, 2005
 On behalf of the Board of Directors 

 Gregory F. Kennedy

  President and Director