Exhibit 4.5




                                            
                                            Exhibit 4.5

STOCK OPTION PLAN



1.         Purpose




        The purpose of the Stock Option Plan (the "Plan") of Birch
Mountain Resources Ltd., a corporation incorporated under the Business
Corporations Act (Alberta) (the "Corporation"), is to advance the interests
of the Corporation by encouraging the directors, senior officers, employees and
consultants of the Corporation, and of its subsidiaries, if any, to acquire
common shares in the share capital of the Corporation, thereby increasing their
proprietary interest in the Corporation, encouraging them to remain associated
with the Corporation and furnishing them with additional incentive in their
efforts 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.

            
	 	 	 
	 	


            (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.

            
	 	 	 
	 	


            (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 to
rules and policies of any stock exchange or exchanges on which the common shares
of the Corporation are then listed and any other regulatory body having
jurisdiction hereinafter (hereinafter collectively referred to as, the
"Exchange").




4.         Shares Subject to Plan




        Subject to adjustment as provided in Section 15 hereof, the
shares to be offered under the Plan shall consist of common shares of the
Corporation's authorized but unissued common shares ("Shares"). The aggregate
number of Shares issuable upon the exercise of all options granted under the
Plan shall not exceed 10,269,047 Shares. If any option granted hereunder shall
expire or terminate for any reason in accordance with the terms of the Plan
without being exercised, the unpurchased Shares subject thereto shall again be
available for the purpose of this Plan.




5.         Maintenance of Sufficient Capital




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

        
	 	 	 
	 	


    (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.

        
	 	 	 
	 	


    (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.

        
	 	 	 
	 	


    (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.

            
	 	 	 
	 	


            (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.

            
	 	 	 
	 	


            (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).

            
	 	 	 
	 	


            (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 to
expire on the date set out in the option agreement and shall be subject to
earlier termination as provided in Sections 11 and 12, provided that in no
circumstance shall the duration of an option exceed the maximum term permitted
by the Exchange. For greater certainty, if the Corporation is listed on the TSX
Venture Exchange Inc. ("TSX-V"), the maximum term may not exceed 10 years if the
Corporation is classified as a "Tier 1 Issuer" by the TSX-V, and the maximum
term may not exceed 5 years if the Corporation is classified as a "Tier 2
Issuer" 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.

                        
	 	 	 	 
	 	


            (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:

            
	 	 	 	 
	 	 	


            (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;

            
	 	 	 	 
	 	 	


            (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.

            
	 	 	 	 
	 	


            (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.

                        
	 	 	 	 
	 	


            (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.

                        
	 	 	 
	 	


            (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 or
Employee




	 	


    (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.

        
	 	 	 
	 	


    (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 a
Participant, the option previously granted to him shall be exercisable only
within 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

        
	 	 	 
	 	


    (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 the
Plan shall have any of the rights or privileges of a shareholder of the
Corporation in respect of any Shares issuable upon exercise of such option until
certificates 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 exercise
of options shall be added to the general funds of the Corporation and shall
thereafter be used from time to time for such corporate purposes as the Board
may 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.

        
	 	 	 
	 	


    (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 Participant
in accordance with the terms and conditions of the Plan shall not be
transferable or assignable unless specifically provided herein or the extent, if
any, permitted by the Exchange. During the lifetime of a Participant any
benefits, rights and options may only be exercised by the Participant.




17.         Amendment and Termination of Plan




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




18.         Necessary Approvals




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




19.         Effective Date of Plan




        The Plan has been adopted by the Board of the Corporation
subject to the approval of the Exchange and, if so approved, subject to the
discretion of the Board, the Plan shall become effective upon such approvals
being obtained.




20.         Interpretation




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



        MADE by the Board of Directors of the Corporation as
evidenced by the signature of the following director duly authorized in that
behalf effective the 7th day of May, 2004 and approved by the
shareholders of the Corporation on July 8, 2004.



 

	 	



BIRCH MOUNTAIN RESOURCES LTD.

    
	 	


    
	 	
 

    
	 	
        


        Per:
                        

      	 
	 	


    Name:
                        	
        


        Douglas J. Rowe

      
	 	


    Title:
                        	
    


    President and Chief Executive Officer