EXHIBIT 99.1


                            VEGA-ATLANTIC CORPORATION
                            _________________________

                                STOCK OPTION PLAN
                                =================



     This stock option plan (the "PLAN") is adopted in consideration of services
rendered and to be rendered by key personnel to Vega-Atlantic Corporation, its
subsidiaries and affiliates.


1.        DEFINITIONS.


     The terms used in this Plan shall, unless otherwise indicated or required
by the particular context, have the following meanings:


     BOARD:              The Board of Directors of Vega-Atlantic Corporation.



     COMMON STOCK:       The U.S. $0.001 par value common stock of
                         Vega-Atlantic Corporation.



     COMPANY:            Vega-Atlantic Corporation, a corporation incorporated
                         under the laws of the State of Colorado, U.S.A., and
                         any successors in interest by merger, operation of law,
                         assignment or purchase of all or substantially all of
                         the property, assets or business of the Company.


     DATE OF GRANT:      The date on which an Option (see hereinbelow) is
                         granted under the Plan.



     FAIR MARKET VALUE:  The Fair Market Value of the Option Shares. Such Fair
                         Market Value as of any date shall be reasonably
                         determined by the Board; provided, however, that if
                         there is a public market for the Common Stock, the Fair
                         Market Value of the Option Shares as of any date shall
                         not be less than the closing price for the Common Stock
                         on the last trading day preceding the date of grant;
                         provided, further, that if the Company's shares are not
                         listed on any exchange the Fair Market Value of such
                         shares shall not be less than the average of the means
                         between the bid and asked prices quoted on each such
                         date by any two independent persons or entities making
                         a market for the Common Stock, such persons or entities
                         to be selected by the Board. Fair Market Value shall be



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                         determined without regard to any restriction other than
                         a restriction which, by its terms, will never lapse.


     INCENTIVE STOCK
     OPTION:             An Option as described in Section 9  hereinbelow
                         intended to qualify under section 422 of the United
                         States INTERNAL REVENUE CODE OF 1986, as amended.


     KEY PERSON:         A person designated by the Board upon whose judgment,
                         initiative and efforts the Company or a Related Company
                         may rely, who shall include any Director, Officer,
                         employee or consultant of the Company. A Key Person may
                         include a corporation that is wholly-owned and
                         controlled by a Key Person who is eligible for an
                         Option grant, but in no other case may the Company
                         grant an option to a legal entity other than an
                         individual.


     OPTION:             The rights granted to a Key Person to purchase Common
                         Stock pursuant to the terms and conditions of an Option
                         Agreement (see hereinbelow).


     OPTION AGREEMENT:   The written agreement (and any amendment or supplement
                         thereto) between the Company and a Key Person
                         designating the terms and conditions of an Option.


     OPTION SHARES:      The shares of Common Stock underlying an Option granted
                         to a Key Person.



     OPTIONEE:           A Key Person who has been granted an Option.



     RELATED COMPANY:    Any subsidiary or affiliate of the Company or of any
                         subsidiary of the Company. The determination of whether
                         a corporation is a Related Company shall be made
                         without regard to whether the entity or the
                         relationship between the entity and the Company now
                         exists or comes into existence hereafter.


2.        PURPOSE AND SCOPE.


          (a)       The purpose of the Plan is to advance the interests of the
                    Company and its stockholders by affording Key Persons, upon
                    whose judgment, initiative and efforts the Company may rely
                    for the successful conduct of their businesses an

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                    opportunity for investment in the Company and the incentive
                    advantages inherent in stock ownership in the Company.


          (b)       This Plan authorizes the Board to grant Options to purchase
                    shares of Common Stock to Key Persons selected by the Board
                    while considering criteria such as employment position or
                    other relationship with the Company, duties and
                    responsibilities, ability, productivity, length of service
                    or association, morale, interest in the Company,
                    recommendations by supervisors and other matters.


3.        ADMINISTRATION OF THE PLAN.


     The Plan shall be administered by the Board. The Board shall have the
authority granted to it under this section and under each other section of the
Plan.


     In accordance with and subject to the provisions of the Plan, the Board is
hereby authorized to provide for the granting, vesting, exercise and method of
exercise of any Options all on such terms (which may vary between Options and
Optionees granted from time to time) as the Board shall determine. In addition,
and without limiting the generality of the foregoing, the Board shall select the
Optionees and shall determine: (i) the number of shares of Common Stock to be
subject to each Option, however, in no event may the maximum number of shares
reserved for any one individual exceed 15% of the issued and outstanding share
capital of the Company; (ii) the time at which each Option is to be granted;
(iii) the purchase price for the Option Shares; (iv) the Option period; and (v)
the manner in which the Option becomes exercisable or terminated. In addition,
the Board shall fix such other terms of each Option as it may deem necessary or
desirable. The Board may determine the form of Option Agreement to evidence each
Option.


     The Board from time to time may adopt such rules and regulations for
carrying out the purposes of the Plan as it may deem proper and in the best
interests of the Company subject to the rules and policies of any exchange or
over-the-counter market which is applicable to the Company.


     The Board may from time to time make such changes in and additions to the
Plan as it may deem proper, subject to the prior approval of any exchange or
over-the-counter market which is applicable to the Company, and in the best
interests of the Company; provided, however, that no such change or addition
shall impair any Option previously granted under the Plan. If the shares are not
listed on any exchange, then such approval is not necessary.


     Each determination, interpretation or other action made or taken by the
Board shall be final, conclusive and binding on all persons, including without

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limitation, the Company, the stockholders, directors, officers and employees of
the Company and the Related Companies, and the Optionees and their respective
successors in interest.


4.        THE COMMON STOCK.


     Save and except as may be determined by the Board at a duly constituted
meeting of the Board as set forth hereinbelow, the Board is presently authorized
to appropriate, grant Options, issue and sell for the purposes of the Plan, a
total number of shares of the Company's Common Stock not to exceed 4,500,000, or
the number and kind of shares of Common Stock or other securities which in
accordance with Section 10 shall be substituted for the shares or into which
such shares shall be adjusted. Save and except as may otherwise be determined by
the disinterested approval of the shareholders of the Company at any duly called
meeting of the shareholders of the Company, at any duly constituted Board
meeting the Board may determine that the total number of shares of the Company's
Common Stock which may be reserved for issuance for Options granted and to be
granted under this Plan, from time to time, may be to the maximum extent of up
to 100% of the Company's issued and outstanding Common Stock as at the date of
any such meeting of the Board. In this regard, and subject to the prior
disinterested approval of the shareholders of the Company at any duly called
meeting of the shareholders of the Company, the total number of shares of the
Company's Common Stock which may be reserved for issuance for Options granted
and to be granted under this Plan, from time to time, may be increased to
greater than 100% of the Company's issued and outstanding Common Stock as at the
date of notice of any such meeting of the shareholders of the Company whereat
such disinterested shareholders' approval is sought and obtained by the Company.
All or any unissued shares subject to an Option that for any reason expires or
otherwise terminates may again be made subject to Options under the Plan.


5.        ELIGIBILITY.


     Options will be granted only to Key Persons. Key Persons may hold more than
one Option under the Plan and may hold Options under the Plan and options
granted pursuant to other plans or otherwise.


6.        OPTION PRICE AND NUMBER OF OPTION SHARES.


     The Board shall, at the time an Option is granted under this Plan, fix and
determine the exercise price at which Option Shares may be acquired upon the
exercise of such Option; provided, however, that any such exercise price shall
not be less than that, from time to time, permitted under the rules and policies
of any exchange or over-the-counter market which is applicable to the Company.


     The number of Option Shares that may be acquired under an Option granted to
an Optionee under this Plan shall be determined by the Board as at the time the

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Option is granted; provided, however, that the aggregate number of Option Shares
reserved for issuance to any one Optionee under this Plan, or any other plan of
the Company, shall not exceed 15% of the total number of issued and outstanding
Common Stock of the Company.


7.        DURATION, VESTING AND EXERCISE OF OPTIONS.


          (a)       The option period shall commence on the Date of Grant and
                    shall be up to 10 years in length subject to the limitations
                    in this Section 7 and the Option Agreement.


          (b)       During the lifetime of the Optionee the Option shall be
                    exercisable only by the Optionee. Subject to the limitations
                    in paragraph (a) hereinabove, any Option held by an Optionee
                    at the time of his death may be exercised by his estate
                    within one year of his death or such longer period as the
                    Board may determine.


          (c)       The Board may determine whether an Option shall be
                    exercisable at any time during the option period as provided
                    in paragraph (a) of this Section 7 or whether the Option
                    shall be exercisable in installments or by vesting only. If
                    the Board determines the latter it shall determine the
                    number of installments or vesting provisions and the
                    percentage of the Option exercisable at each installment or
                    vesting date. In addition, all such installments or vesting
                    shall be cumulative. In this regard the Company will be
                    subject, at all times, to any rules and policies of any
                    exchange or over-the-counter market which is applicable to
                    the Company and respecting any such required installment or
                    vesting provisions for certain or all Optionees.


          (d)       In the case of an Optionee who is a director or officer of
                    the Company or a Related Company, if, for any reason (other
                    than death or removal by the Company or a Related Company),
                    the Optionee ceases to serve in that position for either the
                    Company or a Related Company, any option held by the
                    Optionee at the time such position ceases or terminates may,
                    at the sole discretion of the Board, be exercised within up
                    to 90 calendar days after the effective date that his
                    position ceases or terminates (subject to the limitations at
                    paragraph (a) hereinabove), but only to the extent that the
                    option was exercisable according to its terms on the date
                    the Optionee's position ceased or terminated. After such
                    90-day period any unexercised portion of an Option shall
                    expire.


          (e)       In the case of an Optionee who is an employee or consultant
                    of the Company or a Related Company, if, for any reason
                    (other than death or termination for cause by the Company or
                    a Related Company), the Optionee ceases to be employed by
                    either the Company or a Related Company, any option held by

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                    the Optionee at the time his employment ceases or terminates
                    may, at the sole discretion of the Board, be exercised
                    within up to 60 calendar days (or up to 30 calendar days
                    where the Optionee provided only investor relations services
                    to the Company or a Related Company) after the effective
                    date that his employment ceased or terminated (that being up
                    to 60 calendar days (or up to 30 calendar days) from the
                    date that, having previously provided to or received from
                    the Company a notice of such cessation or termination, as
                    the case may be, the cessation or termination becomes
                    effective; and subject to the limitations at paragraph (a)
                    hereinabove), but only to the extent that the option was
                    exercisable according to its terms on the date the
                    Optionee's employment ceased or terminated. After such
                    60-day (or 30-day) period any unexercised portion of an
                    Option shall expire.


          (f)       In the case of an Optionee who is an employee or consultant
                    of the Company or a Related Company, if the Optionee's
                    employment by the Company or a Related Company ceases due to
                    the Company's termination of such Optionee's employment for
                    cause, any unexercised portion of any Option held by the
                    Optionee shall immediately expire. For this purpose "cause"
                    shall mean conviction of a felony or continued failure,
                    after notice, by the Optionee to perform fully and
                    adequately the Optionee's duties.


          (g)       Neither the selection of any Key Person as an Optionee nor
                    the granting of an Option to any Optionee under this Plan
                    shall confer upon the Optionee any right to continue as a
                    director, officer, employee or consultant of the Company or
                    a Related Company, as the case may be, or be construed as a
                    guarantee that the Optionee will continue as a director,
                    officer, employee or consultant of the Company or a Related
                    Company, as the case may be.


          (h)       Each Option shall be exercised in whole or in part by
                    delivering to the office of the Treasurer of the Company
                    written notice of the number of shares with respect to which
                    the Option is to be exercised and by paying in full the
                    purchase price for the Option Shares purchased as set forth
                    in Section 8.


8.        PAYMENT FOR OPTION SHARES.


     In the case of all Option exercises, the purchase price shall be paid in
cash or certified funds upon exercise of the Option.


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9.        INCENTIVE STOCK OPTIONS.


          (a)       The Board may, from time to time, and subject to the
                    provisions of this Plan and such other terms and conditions
                    as the Board may prescribe, grant to any Key Person who is
                    an employee eligible to receive Options one or more
                    Incentive Stock Options to purchase the number of shares of
                    Common Stock allotted by the Board.


          (b)       The Option price per share of Common Stock deliverable upon
                    the exercise of an Incentive Stock Option shall be no less
                    than the Fair Market Value of a share of Common Stock on the
                    Date of Grant of the Incentive Stock Option.


          (c)       The Option term of each Incentive Stock Option shall be
                    determined by the Board and shall be set forth in the Option
                    Agreement, provided that the Option term shall commence no
                    sooner than from the Date of Grant and shall terminate no
                    later than 10 years from the Date of Grant and shall be
                    subject to possible early termination as set forth in
                    Section 7 hereinabove.


10.       CHANGES IN COMMON STOCK, ADJUSTMENTS, ETC.


     In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting stockholders which are not changed or exchanged)
should be changed into, or exchanged for, a different number or kind of shares
of stock or other securities of the Company, or, if further changes or exchanges
of any stock or other securities into which the Common Stock shall have been
changed, or for which it shall have been exchanged, shall be made (whether by
reason of merger, consolidation, reorganization, recapitalization, stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan, the number and kind of shares of stock or other securities into which each
outstanding share of Common Stock (other than shares held by dissenting
stockholders which are not changed or exchanged) shall be so changed or for
which each outstanding share of Common Stock (other than shares held by
dissenting stockholders) shall be so changed or for which each such share shall
be exchanged. Any securities so substituted shall be subject to similar
successive adjustments.


     In the event of any such changes or exchanges, the Board shall determine
whether, in order to prevent dilution or enlargement of rights, an adjustment
should be made in the number, kind, or option price of the shares or other
securities then subject to an Option or Options granted pursuant to the Plan and
the Board shall make any such adjustment, and such adjustments shall be made and
shall be effective and binding for all purposes of the Plan.


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11.       RELATIONSHIP OF EMPLOYMENT.


     Nothing contained in the Plan, or in any Option granted pursuant to the
Plan, shall confer upon any Optionee any right with respect to employment by the
Company, or interfere in any way with the right of the Company to terminate the
Optionee's employment or services at any time.


12.       NON-TRANSFERABILITY OF OPTION.


     No Option granted under the Plan shall be transferable by the Optionee,
either voluntarily or involuntarily, except by will or the laws of descent and
distribution, and any attempt to do so shall be null and void.


13.       RIGHTS AS A STOCKHOLDER.


     No person shall have any rights as a stockholder with respect to any share
covered by an Option until that person shall become the holder of record of such
share and, except as provided in Section 10, no adjustments shall be made for
dividends or other distributions or other rights as to which there is an earlier
record date.


14.       SECURITIES LAWS REQUIREMENTS.


     No Option Shares shall be issued unless and until, in the opinion of the
Company, any applicable registration requirements of the United States
SECURITIES ACT OF 1933, as amended, any applicable listing requirements of any
securities exchange on which stock of the same class is then listed, and any
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, have been fully complied with. Each Option and each
Option Share certificate may be imprinted with legends reflecting federal and
state securities laws restrictions and conditions, and the Company may comply
therewith and issue "stop transfer" instructions to its transfer agent and
registrar in good faith without liability.


15.       DISPOSITION OF OPTION SHARES.


     Each Optionee, as a condition of exercise, shall represent, warrant and
agree, in a form of written certificate approved by the Company, as follows: (i)
that all Option Shares are being acquired solely for his own account and not on
behalf of any other person or entity; (ii) that no Option Shares will be sold or
otherwise distributed in violation of the United States SECURITIES ACT OF 1933,
as amended, or any other applicable federal or state securities laws; (iii) that
if he is subject to reporting requirements under Section 16(a) of the United
States SECURITIES EXCHANGE ACT OF 1934, as amended, he will (a) furnish the
Company with a copy of each Form 4 filed by him and (b) timely file all reports

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required under the federal securities laws; and (iv) that he will report all
sales of Option Shares to the Company in writing on a form prescribed by the
Company.


16.       EFFECTIVE DATE OF PLAN; TERMINATION DATE OF PLAN.


     The Plan shall be deemed effective as of June 19, 2003. The Plan shall
terminate at midnight on June 19, 2013 except as to Options previously granted
and outstanding under the Plan at the time. No Options shall be granted after
the date on which the Plan terminates. The Plan may be abandoned or terminated
at any earlier time by the Board, except with respect to any Options then
outstanding under the Plan.


17.       OTHER PROVISIONS.


     The following provisions are also in effect under the Plan:


          (a)       the use of a masculine gender in the Plan shall also include
                    within its meaning the feminine, and the singular may
                    include the plural, and the plural may include the singular,
                    unless the context clearly indicates to the contrary;


          (b)       any expenses of administering the Plan shall be borne by the
                    Company;


          (c)       this Plan shall be construed to be in addition to any and
                    all other compensation plans or programs. The adoption of
                    the Plan by the Board shall not be construed as creating any
                    limitations on the power or authority of the Board to adopt
                    such other additional incentive or other compensation
                    arrangements as the Board may deem necessary or desirable;
                    and


          (d)       the validity, construction, interpretation, administration
                    and effect of the Plan and of its rules and regulations, and
                    the rights of any and all personnel having or claiming to
                    have an interest therein or thereunder shall be governed by
                    and determined exclusively and solely in accordance with the
                    laws of the State of Colorado, U.S.A.


     This Plan is dated and made effective on this 8th day of August, 2003.



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                      BY ORDER OF THE BOARD OF DIRECTORS OF
                            VEGA-ATLANTIC CORPORATION
                                      Per:

                                 "GRANT ATKINS"

                                  Grant Atkins
                                  ____________
                                   A Director