EXHIBIT 4.1  










Adopted by the Members of the Company on May 24, 1995 

Amendments to Clause 1.1 and 14.1 adopted by the Board of Directors 

on August 6, 1997 and by the Members on September 10, 1997 

Amendment to Clause 1.1 adopted by the Members on June 9, 1999 

Amendment to Clause 1.1 adopted by the Members on June 28, 2002

Amendment to Clause 1.1 adopted by the Shareholders on June 11, 2003

Amendment to Clause 1.1and addition of Clause 15 adopted by the Shareholders on June 23, 2004  










BEMA GOLD CORPORATION 

(the “Company”) 





INCENTIVE STOCK OPTION PLAN

APRIL 18, 1995

Amended June 23, 2004  









1.       Shares Subject to Plan  



1.1
        The Board of Directors
may, from time to time, in its discretion grant to employees, directors, officers and
others providing substantial services to the Company or any of its associated, affiliated,
controlled or subsidiary companies (collectively called “Eligible Persons”), the
right or option to purchase common shares without nominal or par value in the capital of
the Company such number of shares being subject to adjustment under paragraph 7 hereof. No
option shall be granted to any person except on approval of the Board of Directors. The
maximum number of shares available for option under this Plan shall be 40,000,000
[amendment adopted June 23, 2004; previous amendment adopted June 11, 2003 from
31,000,000; previous amendment adopted June 28, 2002 from 15,000,000; previous amendment
adopted June 9, 1999 from 10,000,000; previous amendment adopted September 10, 1997 from
6,400,000] shares in aggregate, provided that the total number of common shares to be
optioned to any one optionee shall not exceed 5% of the issued common shares of the
Company at the time of grant. For the purposes of the Plan, associated companies,
affiliated companies, controlled companies and subsidiary companies will have the meanings
set forth under Section 1 of the Securities Act (Ontario). 





2.       Purchase Price  



2.1
       The purchase price of any
shares in respect of which an option may be granted under the Plan shall be fixed by the
Board of Directors but shall not be less than the fair market value of the shares at the
time the option is granted. “Fair market value” means the closing price of the
common shares of the Company on the Toronto Stock Exchange if the common shares are then
listed for trading thereon (and if not so listed, on any stock exchange on which the
common shares may then be listed) on the last trading day before the day on which the
option is granted. If no shares have been traded on such day, the fair market value shall
be the closing price on the last previous day for which a trade was reported by the
Toronto Stock Exchange or such other applicable exchange. 





3.       Option Term  



3.1
       The shares subject to each
option shall become purchasable in whole or in part at such time  






























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or times as may be determined by the
Board of Directors. Each option shall not be exercisable after the expiration of ten (10)
years from the date granted and may expire on such earlier date or dates as may be fixed
by the Board of Directors. Any shares not purchased prior to the expiration of an option
granted hereunder may thereafter be reallocated in accordance with the provisions of the
Plan. 





4.       Non-Transferable  



4.1
       Any option granted under
the Plan shall be non-transferable by the person to whom it was granted otherwise than by
will or the laws of descent and distribution and shall be exercisable during the
person’s lifetime, only by him. 





5.       Effect of Termination of Employment or Death  



5.1
       If an optionee dies while
employed by the Company, any option held by him at the date of death shall become
exercisable in whole or in part by the person(s) to whom the optionee’s rights under
the option shall pass by the optionee’s will or the laws of descent and distribution.
All such options shall be exercisable for one (1) year after the date of death or prior to
the expiration of the option period in respect thereof, whichever is sooner. 



5.2
        If an optionee ceases to
be employed by the Company for cause or if an Optionee is removed from office as a
director or becomes disqualified from being a director by law, any option or the
unexercised portion thereof granted to such optionee shall terminate forthwith. If an
optionee ceases to be employed by the Company otherwise than by reason of death or
termination for cause, or if an optionee ceases to be a director other than by reason of
death, removal or disqualification, any option or unexercised portion thereof held by such
optionee at the effective date thereof may be exercised in whole or in part for a period
that is the earlier of: (i) ninety (90) days thereafter; or (ii) the expiration date fixed
by the Board of Directors; or (iii) the date the option expires in accordance with its
terms. 





6.       No Rights As Shareholder  



6.1
       No person shall have any
of the rights of a shareholder in respect of shares subject to an option until such shares
shall have been paid for in full and issued. 





7.       Adjustment to Shares  



7.1
       Subject to the policies,
rules and regulations of any lawful authority having jurisdiction (including any exchange
with which the shares of the Company are listed for trading), the number of shares in
respect of which options may be granted under the Plan shall be increased or decreased
proportionately in the event of the subdivision or consolidation of the shares of the
Company and, in the event of any such subdivision or consolidation, an appropriate
adjustment shall be made so as to change the number of shares deliverable upon the
exercise of the unexercised portion of any option theretofore granted, without change in
the total price applicable to the unexercised portion of any option but with the
corresponding adjustment in the price for each share covered thereby. 



7.2
        In the event the Company is
re-organized, amalgamated or merged with or consolidated into  

























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another corporation or in the event
there is a change in control of the Company, the Board of Directors may make such
provisions as it deems appropriate for the exercise of outstanding options or continuance
of outstanding options to prevent any increase or decrease in the number of shares
deliverable upon their exercise. 





8.       Effect of Take-Over Bid  



8.1
       If a bona fide offer (the
“Offer”) is made to an optionee or to shareholders generally or to a class of
shareholders which includes an option for shares of the Company, which Offer, if accepted
in whole or in part, would result in the offeror exercising control over the Company
within the meaning of subsection 1(3) of the Securities Act (Ontario) (as amended from
time to time), then the Company shall, immediately upon receipt of notice of the Offer,
notify each optionee currently holding an option of the Offer, with full particulars
thereof; whereupon such option may be exercised in whole or in part by the optionee so as
to permit the optionee to tender the shares received upon such exercise pursuant to the
Offer. If the Offer is not completed within the time specified therein, at the option of
the optionee, the optioned shares may be returned by the optionee to the Company and
reinstated as authorized but unissued shares and the terms of the option as set forth in
the Plan shall again apply to the option. 





9.        Written Agreement  



9.1
        A written agreement shall
be entered into between the Company and each person to whom an option is granted hereunder
which agreement shall set out the option price and the terms and conditions on which the
option may be exercised, all in accordance with the provisions of the Plan. The agreement
shall be in such form as the Board of Directors may from time to time approve and may
contain such terms as may be considered necessary in order that the option will comply
with any provisions respecting stock options in the income tax or other laws in force in
any country or jurisdiction or which the person to whom the option is granted may from
time to time be a resident or citizen. 





10.        Amendment of the Plan  



10.1
        Subject to the policies,
rules and regulations of any lawful authority having jurisdiction (including any exchange
with which the shares of the Company are listed for trading), the Board of Directors may
at any time, without further action by the shareholders, amend the Plan or any option
granted hereunder in such respects as it may consider advisable and, without limiting the
generality of the foregoing, it may do so to ensure that the options granted hereunder
will comply with any provisions respecting stock options in the income tax and other laws
in force in any country or jurisdiction of which a person to whom an option has been
granted may from time to time be resident or a citizen, or it may at any time, without
action by shareholders, terminate the Plan. However, no option shall be amended until such
amendment is approved by the Toronto Stock Exchange. The Board of Directors may not,
however, without the consent of the option holder, alter or impair any of the rights or
obligations under an option theretofore granted. 



10.2
       The Plan shall not be
amended to increase the maximum number of shares issuable under the  






























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Plan without shareholder approval. No
common shares shall be issued under any Amendment to this Plan unless and until the
amended Plan has been approved by the Toronto Stock Exchange. 





11.        Termination of Plan  



11.1
       The Plan may be abandoned
or terminated in whole or in part at any time by the Board of Directors, except with
respect to any option then outstanding under the Plan. 





12.        Administration of the Plan  



12.1
       Within the foregoing
limitations and subject to section 12.2, the Board of Directors is authorized to provide
for the grant and exercise of options on such terms (which may vary as between options) as
it shall determine. All decisions and interpretations made by the Board of Directors shall
be binding and conclusive on the Company and on all persons eligible to participate in the
Plan. No member of the Board shall be liable for any action taken or for any determination
made in good faith in the administration, interpretation, construction or application of
the Plan. 



12.2
       All of the powers
exercisable hereunder by the Board of Directors may, to the extent permitted by applicable
law and authorized by resolution of the Board, be exercised by an Executive Committee of
the Board of Directors. 





13.        Effective Date and Necessary Approvals  



13.1
       No options granted
pursuant to the Plan or any Amendment may be exercised by the optionees until the
shareholders of the Company have approved the Plan or any Amendment by the affirmative
vote of a majority of the voting shares of the Company at a general meeting of
shareholders. 



13.2
       Reservation under the
Plan of more than 10% of the Company’s issued share capital for stock options
(including shares reserved for issuance under other established or proposed share
compensation arrangements) to insiders and their associates (as defined in the Securities
Act (Ontario), or issuance to insiders and their associates within a one year period of
more than 10% of the Company’s issued share capital, or the issuance to any one
insider and his/her associates, within a one year period of more than 5% of the
Company’s issued share capital, requires an affirmative vote from the majority of
disinterested shareholders at a general meeting. 



13.3
       The obligations of the
Company to sell and deliver the common shares on the exercise of the options is subject to
the approval of any securities authorities or stock exchange on which the common shares of
the Company are listed for trading which may be required in connection with the
authorization, issuance or sale of such common shares by the Company. 





14.        Options to U.S. Persons  



14.1
       Common shares shall not
be issued with respect to an option unless the exercise of such option and the issuance
and delivery of such shares shall comply with all relevant provisions of law, 






























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including, without limitation, any
applicable state securities laws, the United States Securities Act of 1933, as amended
(the ” 1933 Act”), the rules and regulations thereunder and the requirements of
any stock exchange or automated inter-dealer quotation system of a registered national
securities association upon which such shares may then be listed, and such issuance shall
be further subject to the approval of counsel for the Company with respect to such
compliance, including the availability of an exemption from registration for the issuance
and sale of such shares. The inability of the Company to obtain from any regulatory body
the authority deemed by the Company to be necessary for the lawful issuance and sale of
any shares under this Plan, or the unavailability of an exemption from registration for
the issuance and sale of any shares under this Plan, shall relieve the Company of any
liability with respect to the non-issuance or sale of such shares. 




       If
the common shares issuable upon exercise of the options have not been registered under the
1933 Act, as a condition to the exercise of an option, the Company may require the
optionee to represent and warrant in writing at the time of such exercise that the shares
are being purchased only for investment and without any then present intention to sell or
distribute such shares. At the option of the Company, a stop-transfer order against such
shares may be placed on the stock books and records of the Company, and a legend
indicating that the stock may not be pledged, sold or otherwise transferred unless an
opinion of counsel is provided stating that such transfer is not in violation of any
applicable law or regulation, may be stamped on the certificates representing such shares
in order to assure an exemption from registration. The Company also may require such other
documentation as may from time to time be necessary to comply with federal and state
securities laws. The Company has no obligation to undertake registration of options or the
shares of stock issuable upon the exercise of options. [Amendment adopted September 10,
1997, formerly: If options are granted to any resident or citizen of the United States,
the Board and the Company will use their best efforts to ensure that all matters
pertaining to such Options shall be effected in compliance with applicable United States
securities laws.] 




15.
       Extension of Expiry
Date of Options Expiring During a Restricted Trading Period  




       If the
term of an option held by an optionee expires during a period when the optionee is
prohibited from trading in the Company’s securities pursuant to securities regulatory
requirements then applicable to the Company’s management and directors (the
“Blackout Period”), then the term of such option or unexercised portion thereof
shall be extended and shall expire 10 business days after the end of the Blackout Period.