SCHEDULE A

                                STOCK OPTION PLAN

                                    ARTICLE 1

                         DEFINITIONS AND INTERPRETATION

1.1               DEFINITIONS

As used herein, unless anything in the subject matter or context is inconsistent
therewith, the following terms shall have the meanings set forth below:

         (a)      "Administrator" means, initially, the secretary of the Company
                  and thereafter shall mean such director or other senior
                  officer or employee of the Company as may be designated as
                  Administrator by the Board from time to time;

         (b)      "Award Date" means the date on which the Board grants and
                  announces a particular Option;

         (c)      "Board" means the board of directors of the Company;

         (d)      "Consultant" means an individual (including an individual
                  whose services are contracted through a personal holding
                  corporation) with whom the Corporation or a subsidiary has a
                  contract for substantial services;

         (e)      "Director" means any individual holding the office of director
                  of the Company;

         (f)      "Company" means AGC AMERICAS GOLD CORP. and includes any
                  subsidiary of the Company;

         (g)      "Eligible  Person" means,  subject to all applicable laws, any
                  Employee,  Officer,  Director or Consultant of the Corporation
                  or any Subsidiary of the Corporation,  or a company all of the
                  shares of which are held by an Eligible Person.

         (h)      "Employee"  means  any  individual  regularly  employed  on  a
                  full-time or part-time  basis by the Company or other  persons
                  who perform management or consulting  services for the Company
                  on an ongoing basis;

         (i)      "Exercise  Notice" means the notice respecting the exercise of
                  an Option or a stock  appreciation  right, in the form set out
                  as Schedule "B" hereto, duly executed by the Option Holder;

         (j)      "Exercise  Period"  means the period during which a particular
                  Option may be exercised  and is the period from and  including
                  the Award Date through to and including the Expiry Date;

         (k)      "Exercise Price" means the price at which an Option may be
                  exercised as determined in accordance with paragraph 3.5;

         (l)      "Expiry Date" means the date determined in accordance with
                  paragraph 3.3 and after which a particular Option cannot be
                  exercised;


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         (m)      "Option" means an option to acquire Shares, awarded to a
                  Director or Employee pursuant to the Plan;

         (n)      "Option Certificate"means the certificate, substantially in
                  the form set out as Schedule "A" hereto, evidencing an Option;

         (o)      "Option Holder" means a Director or Employee or former
                  Director or Employee, who holds an unexercised and unexpired
                  Option or, where applicable, the Personal Representative of
                  such person;

         (p)      "Plan" means this AGC AMERICAS GOLD CORP. stock option plan;

         (q)      "Personal Representative" means:

                  (i)      in the case of a deceased Option Holder, the executor
                           or administrator of the deceased duly appointed by a
                           court or public authority having jurisdiction to do
                           so; and

                  (ii)     in the case of an Option Holder who for any reason is
                           unable to manage his or her affairs, the person
                           entitled by law to act on behalf of such Option
                           Holder; and

         (r)      "Share" or "Shares" means, as the case may be, one or more
                  common shares without par value in the capital of the Company;

1.2               CHOICE OF LAW

The  Plan  is  established  under  and  the  provisions  of the  Plan  shall  be
interpreted  and construed in accordance with the laws of the Province o British
Columbia.

1.3               HEADINGS

The  headings  used  herein are for  convenience  only and are not to affect the
interpretation of the Plan.


                                    ARTICLE 2

                            PURPOSE AND PARTICIPATION

2.1               PURPOSE

The purpose of the Plan is to provide the Company with a share-related mechanism
to attract,  retain and motivate qualified  Eligible Persons,  to reward such of
those  Eligible  Persons as may be awarded  Options  under the Plan by the Board
from  time to time for their  contributions  toward  the long term  goals of the
Company and to enable and encourage  such Eligible  Persons to acquire Shares as
long term investments.

2.2               PARTICIPATION

The Board  shall,  from time to time,  in its sole  discretion  determine  those
Eligible Persons, if any, to whom Options are to be awarded. If the Board elects
to award an Option to a Director,  the Board shall,  in its sole  discretion but
subject to paragraph  3.2,  determine the number of Shares to be acquired on the
exercise of such Option.  If the Board elects to award an Option to an Employee,
the number of Shares to be acquired on the  exercise  of such  Option,  shall be
determined  by the Board in its sole  discretion,  and in so doing the Board may
take into account the following criteria:

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         (a)      the annual salary of the Employee as at the Award Date in
                  relation to the total annual salaries payable by the Company
                  to all of its Employees as at the Award Date;

         (b)      the length of time that the Employee has been employed by the
                  Company; and

         (c)      the quality of work performed by the Employee.

2.3               NOTIFICATION OF AWARD

Following  the  approval  by  the  Board  of  the  awarding  of an  Option,  the
Administrator  shall notify the Option  Holder in writing of the award and shall
enclose  with such  notice the  Option  Certificate  representing  the Option so
awarded.

2.4               COPY OF PLAN

Each  Option  Holder,  concurrently  with the notice of the award of the Option,
shall be provided  with a copy of the Plan. A copy of any  amendment to the Plan
shall be promptly provided by the Administrator to each Option Holder.

2.5               LIMITATION

The Plan does not give any Option  Holder that is a Director  the right to serve
or  continue  to serve as a Director  of the Company nor does it give any Option
Holder that is an Officer, Consultant or Employee the right to be or to continue
to be employed or retained by the Company.


                                    ARTICLE 3

                         TERMS AND CONDITIONS OF OPTIONS

3.1               BOARD TO ALLOT SHARES

The Shares to be issued to Option  Holders upon the exercise of Options shall be
allotted and authorized for issuance by the Board prior to the exercise thereof.



3.2               NUMBER OF SHARES

The maximum  number of Shares  that may be issued  upon the  exercise of Options
shall not exceed  2,750,000  Shares of the  Company.  Additionally,  the Company
shall not grant  Options to any one person which will,  when  exercised,  exceed
five percent (5%) of the issued and outstanding Shares of the Company.

If any Option expires or otherwise terminates for any reason without having been
exercised in full,  the number of Shares in respect of which  Option  expired or
terminated shall again be available for the purposes of this Plan.

3.3               TERM OF OPTION

Subject to  paragraph  3.4,  the Expiry  Date of an Option  shall be the date so
fixed by the Board at the time the particular  Option is awarded,  provided that
such date  shall not be later  than the tenth  anniversary  of the Award Date of
such Option.

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3.4               TERMINATION OF OPTION

An Option  Holder may exercise an Option in whole or in part at any time or from
time to time during the  Exercise  Period  provided  that,  with  respect to the
exercise  of part of an Option,  the Board may at any time and from time to time
fix a minimum or maximum  number of Shares in respect of which an Option  Holder
may exercise part of any Option held by such Option  Holder.  Any Option or part
thereof not  exercised  within the Exercise  Period shall  terminate  and become
null,  void and of no effect as of 5:00 p.m.  local  time n  Vancouver,  British
Columbia,  on the Expiry Date. The Expiry Date of an Option shall be the earlier
of the date so fixed by the Board at the time the Option is awarded and the date
established, if applicable, in sub-paragraphs (a) to (c) below:

         (a)      DEATH

                  In the event that the Option  Holder shall die while he or she
                  is still an Eligible Person,  the Expiry Date shall be six (6)
                  months from the date of death of the Option Holder; or

         (b)      CEASING TO HOLD OFFICE

                  In the event that the Option Holder holds his or her Option as
                  a Director of the Company and such Option  Holder ceases to be
                  a Director of the Company  other than by reason of death,  the
                  Expiry Date of the Option shall be the 30th day  following the
                  date the Option  Holder ceases to be a Director of the Company
                  unless  the  Option  Holder  ceases  to be a  Director  of the
                  Company  but  continues  to be  engaged  by the  Company as an
                  Officer, Consultant or Employee, in which case the Expiry Date
                  shall remain  unchanged or unless the Option  Holder ceases to
                  be a Director of the Company as a result of:

                  (i)      ceasing to meet the qualifications set forth in
                           section 138 of the COMPANY ACT, R.S.B.C. 1979, c. 59,
                           as amended or such other qualifications required by
                           the corporate laws in any other jurisdiction under
                           which the Company is continued or amalgamated; or

                  (ii)     a special resolution having been passed by the
                           members of the Company pursuant to subsection 154(3)
                           of the COMPANY ACT, R.S.B.C. 1979, c. 59, as amended
                           or an equivalent enactment pursuant to the corporate
                           laws in any other jurisdiction under which the
                           Company is continued or amalgamated; or

                  (iii)    by order of the British Columbia Securities
                           Commission, the Vancouver Stock Exchange or any
                           regulatory body having jurisdiction to so order,

                  in which  case the  Expiry  Date  shall be the date the Option
                  Holder ceases to be a Director of the Company.


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         (c)      CEASING TO BE EMPLOYED

                  In the event that the Option Holder holds his or her Option as
                  an Eligible Person, other than as a Director,  and such Option
                  Holder ceases to be an Eligible Person other than by reason of
                  death,  the Expiry  Date of the  Option  shall be the 30th day
                  following  the date the Option Holder ceases to be an Eligible
                  Person  unless  the  Option  Holder  ceases to be an  Eligible
                  Person as a result of:

                  (i)      termination for cause; or

                  (ii)     by order of the British Columbia Securities
                           Commission, the Vancouver Stock Exchange or any
                           regulatory body having jurisdiction to so order,

                  in which  case the  Expiry  Date  shall be the date the Option
                  Holder ceases to be an Eligible Person.

3.5               EXERCISE PRICE

The Exercise Price shall be that price per share,  as determined by the Board in
its sole  discretion  and  announced  as of the Award  Date,  at which an Option
Holder may  purchase a Share upon the  exercise  of an Option,  and shall not be
less than the weighted  average  closing  price of the  Company's  Shares traded
through the facilities of the Vancouver Stock Exchange (or, if the Shares are no
longer  listed for  trading on the  Vancouver  Stock  Exchange,  then such other
exchange  or  quotation  system on which the  Shares  are  listed or quoted  for
trading) for the 5 trading days preceding the Award Date.

3.6               ASSIGNMENT OF OPTIONS

Options may not be assigned or transferred,  provided  however that the Personal
Representative  of an Option  Holder may, to the extent  permitted  by paragraph
4.1, exercise the Option within the Exercise Period.

3.7               ADJUSTMENTS

If prior to the  complete  exercise  of any Option the Shares are  consolidated,
subdivided,  converted,  exchanged or reclassified or in any way substituted for
(collectively  the  "Event"),  an  Option,  to the  extent  that it had not been
exercised,  shall be adjusted by the Board in accordance  with such Event in the
manner the Board deems  appropriate.  No fractional  Shares shall be issued upon
the  exercise of the Options and  accordingly,  if as a result of the Event,  an
Option Holder would become  entitled to a fractional  share,  such Option Holder
shall have the right to purchase only the next lowest whole number of shares and
no  payment or other  adjustment  will be made with  respect  to the  fractional
interest so disregarded.  Additionally, no lots of Shares in an amount less that
500 Shares shall be issued upon the exercise of the Option unless such amount of
Shares represents the balance left to be exercised under the Option.

3.8               VESTING

The Board may, in its sole discretion at the time the Option is granted,  impose
conditions  related to the vesting of the right to exercise an Option granted to
any Option Holder, and the Option Certificate  representing any such Option will
disclose any such conditions.



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                                    ARTICLE 4

                               EXERCISE OF OPTION

4.1               EXERCISE OF OPTION

An  Option  may  be  exercised  only  by  the  Option  Holder  or  the  Personal
Representative   of  any  Option  Holder.  An  Option  Holder  or  the  Personal
Representative  of any Option  Holder may exercise an Option in whole or in part
at any time or from  time to time  during  the  Exercise  Period up to 5:00 p.m.
local time in  Vancouver,  British  Columbia on the Expiry Date by delivering to
the Administrator an Exercise Notice,  the applicable  Option  Certificate and a
certified  cheque or bank draft payable to the Company in an amount equal to the
aggregate  Exercise Price of the Shares to be purchased pursuant to the exercise
of the Option.

4.2               ISSUE OF SHARE CERTIFICATE

As soon as  practicable  following  the  receipt  of the  Exercise  Notice,  the
Administrator shall cause to be delivered to the Option Holder a certificate for
the Shares so  purchased.  If the number of Shares so purchased is less than the
number  of  Shares   subject  to  the  Option   Certificate   surrendered,   the
Administrator  shall  forward a new  Option  Certificate  to the  Option  Holder
concurrently with delivery of the aforesaid share certificate for the balance of
Shares available under the Option.

4.3               CONDITION OF ISSUE

The issue of Shares by the  Company  pursuant  to the  exercise  of an Option is
subject to this Plan and compliance with the laws,  rules and regulations of all
regulatory bodies applicable to the issuance and distribution of such Shares and
to the listing  requirements  of any stock  exchange or  exchanges  on which the
Shares may be listed.  The Option  Holder  Agrees to comply  with all such laws,
rules and  regulations  and agrees to furnish to the  Company  any  information,
report and/or  undertakings  required to comply with and to fully cooperate with
the Company in complying with such laws, rules and regulations.


                                    ARTICLE 5

                            STOCK APPRECIATION RIGHTS

5.1               STOCK APPRECIATION RIGHTS

Any Option granted under the Plan may include a stock appreciation right, either
at the time of grant or by adding it to an existing Option; subject, however, to
the grant of such stock appreciate right being in compliance with the applicable
regulations  and policies of the Vancouver Stock Exchange (or any other exchange
or exchanges on which the Shares are then traded).

5.2               STOCK APPRECIATION RIGHTS TIED TO OPTIONS

Stock  appreciation  rights which may be granted  pursuant to this Plan shall be
exercisable to the extent,  and only to the extent,  the Option with which it is
included is exercisable. To the extent that a stock appreciate right included in
or attached to an Option granted hereunder is exercised,  the Option to which it
is  included  or attached  shall be deemed to have been  exercised  to a similar
extent.



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5.3               TERMS OF STICK APPRECIATION RIGHTS

A stock  appreciation  right  granted  pursuant  to this Plan shall  entitle the
Option Holder to elect to surrender to the Company,  unexercised,  the Option to
which it is included,  or any portion thereof,  and to receive from the Company,
unexercised,  the Option to which it is included, or any portion thereof, and to
receive  from  the  Company  in  exchange   therefor   that  number  of  Shares,
disregarding  fractions,  having an  aggregate  value  equal t the excess of the
value of one Share over the purchase  price per Share  specified in such Option,
times the number of Shares called for by the Option, r portion thereof, which is
so  surrendered.  The value of a Share shall be determined  for these  purposes,
unless otherwise specified or permitted by applicable regulatory policies, based
on the weighted  average sale price per Share for the 5 trading days immediately
preceding the date the notice  provided for in section 4.1 hereof is received by
the Company on the  Vancouver  Stock  Exchange  (or, if the Shares are no longer
listed for trading on the Vancouver Stock Exchange,  then such other exchange or
quotation system on which the Shares are listed or quoted for trading).

5.4               EXERCISE OF STOCK APPRECIATION RIGHTS

Subject  to the  provisions  of the  Plan,  a  stock  appreciate  right  granted
hereunder  may be exercised  from time to time by  delivering to the Company the
Exercise Notice.

                                    ARTICLE 6

                                 ADMINISTRATION

6.1               ADMINISTRATION

The Plan shall be administered by the  Administrator  on the instructions of the
Board.  The Board may make,  amend and  repeal at any time and from time to time
such  regulations  not  inconsistent  with the Plan as it may deem  necessary or
advisable  for the  proper  administration  and  operation  of the Plan and such
regulations  shall  form  part  of the  Plan.  The  Board  may  delegate  to the
Administrator  or  any  Director,  officer  or  employee  of  the  Company  such
administrative duties and powers as it may see fit.

6.2               INTERPRETATION

The  interpretation  by the Board of any of the  provisions  of the Plan and any
determination by it pursuant thereto shall be final and conclusive and shall not
be subject to any  dispute  by an Option  Holder.  No member of the Board or any
person acting  pursuant to authority  delegated by it hereunder  shall be liable
for any action or  determination  in  connection  with the Plan made or taken in
good faith and each member of the Board and each such  person  shall be entitled
to  indemnification  with  respect to any such  action or  determination  in the
manner provided for by the Company.

                                    ARTICLE 7

                            AMENDMENT AND TERMINATION

7.1               PROSPECTIVE AMENDMENT

The Board may from time to time amend the Plan,  subject to the  approval of the
Vancouver Stock Exchange,  and the terms and conditions of any Option thereafter
to be granted and,  without  limiting the generality of the foregoing,  may make
such  amendment for the purpose of meeting any change sin any relevant law, rule
or regulation  applicable to the Plan, any Option or the Shares or for any other
purpose  which may be  permitted  by all relevant  laws,  rules and  regulations
provided  always that any such  amendment hall not alter the terms or conditions
of any Option or impair any right of any Option  Holder  pursuant  to any Option
awarded prior to such amendment.


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7.2               RETROSPECTIVE AMENDMENT

The Board may from time to time  retrospectively  amend the Plan, subject to the
approval of the Vancouver  Stock  Exchange and, with the consent of the affected
Option  Holders,  retrospectively  amend the terms and conditions of any Options
which have been previously granted.


7.3               TERMINATION

The Board may  terminate  the Plan at any time  provided  that such  termination
shall not alter the terms or conditions of any Option or impair any right of any
Option  Holder  pursuant  to any  Option  awarded  prior  to the  date  of  such
termination and  notwithstanding  such  termination  the Company,  such Options,
Option Holders, Eligible Persons and Shares shall continue to be governed by the
provisions of the Plan.

7.4               AGREEMENT

The Company  and every  person to whom an Option is awarded  hereunder  shall be
bound by and subject to the terms and conditions of the Plan.

                                    ARTICLE 8

                           APPROVALS REQUIRED FOR PLAN

8.1               APPROVALS REQUIRED FOR PLAN

Prior to its implementation by the Company,  the Plan is subject to approvals by
the  shareholders  of the  Company at general  meeting and the  Vancouver  Stock
Exchange.

8.2               SUBSTANTIVE AMENDMENTS TO PLAN

Subject to Article 7 hereof,  any  substantive  amendments  to the Plan shall be
subject to the Company first obtaining the approvals of the  shareholders of the
Company at general  meeting  and any stock  exchange  on which the Shares may be
listed for trading.






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