WEALTH MINERAL LTD.

                             2004 STOCK OPTION PLAN

1. Purpose of the Plan

1.1 The purpose of the Plan is to attract, retain and motivate qualified
directors, officers, employees and Consultants of the Corporation and its
Affiliates and to advance the interests of the Corporation by providing such
persons with the opportunity, through share options, to acquire an increased
proprietary interest in the Corporation.

2. Defined Terms

Where used herein, the following terms shall have the following meanings
respectively:

2.1 "Affiliate" means any corporation that is an affiliate, as such term is used
in Subsection 1(2) of the Company Act (British Columbia), of the Corporation;

2.2 "Board" means the Board of Directors of the Corporation or, if established
and duly authorized to act, a committee of the Board of Directors of the
Corporation;

2.3 "Committee" shall have the meaning attributed thereto in Section 3.1 hereof;

2.4 "Consultant" has the definition assigned to it under BC Instrument 45-507 as
an individual or company wholly owned by individuals, who:

      (a)   is engaged to provide on a bona fide basis consulting technical,
            management or other services to the issuer or to an Affiliate of the
            issuer, other than services provided in relation to a distribution
            and, in the case of senior listed issuers only, includes consultants
            conducting investor relations activities;

      (b)   provides the services under a written contract between the issuer or
            the Affiliate and the individual or consultant company or consultant
            partnership of the individual; and

      (c)   in the reasonable opinion of the issuer, spends or will spend
            significant amount of time and attention on the affairs and business
            of the issuer or an Affiliate of the issuer;

2.5 "Corporation" means Wealth Minerals Ltd.. and includes any successor
corporation thereof;

2.6 "Eligible Person" means:

      (a)   any director, officer or employee of the Corporation or Affiliate,
            or a Consultant (an "Eligible Individual");

      (b)   a corporation controlled by an Eligible Individual, the issued and
            outstanding voting shares of which are, and will continue to be,
            beneficially owned, directly or indirectly, by such Eligible
            Individual and/or the spouse, children and/or grandchildren of such
            Eligible Individual (an " Eligible Corporation"); or

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      (c)   a registered retirement savings plan established for the sole
            benefit of an Eligible Individual (an "RRSP").

2.7 "Exchange" means the TSX Venture Exchange and any successor stock exchange;

2.8 "Insider" means any insider, as such term is defined in Subsection 1(1) of
the Securities Act (British Columbia), of the Corporation, other than a person
who falls within that definition solely by virtue of being a director or senior
officer of an Affiliate, and includes any associate, as such term is defined in
Subsection 1(1) of the Securities Act (British Columbia), of any such insider;

2.9 "Investor Relations Activities" means any activities that promote or
reasonably could be expected to promote the purchase or sale of securities of
the Corporation or an Affiliate, other than:

      (a)   the dissemination of information provided, or records prepared, in
            the ordinary course of the business of the Corporation

            (i)   to promote the sale of products or services of the
                  Corporation, or

            (ii)  to raise public awareness of the Corporation, or

      (b)   activities or communications necessary to comply with the
            requirements of

            (i)   applicable securities laws, or

            (ii)  the by-laws, rules of other regulatory instruments of a
                  self-regulatory organization;

2.10 "Option" means an option to purchase Shares granted to an Eligible Person
under the Plan;

2.11 "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;

2.12 "Optioned Shares" means the Shares issuable pursuant to an exercise of
Options;

2.13 "Optionee" means an Eligible Person to whom an Option has been granted and
who continues to hold such Option;

2.14 "Plan" means the Corporation's 2004 Stock Option Plan, as the same may be
further amended or varied from time to time;

2.15 "Service Provider" means:

            (a)   an employee or Insider of the Corporation or any Affiliate;

            (b)   a Consultant; or

            (c)   any other person or company engaged to provide ongoing
                  management or consulting services or Investor Relations
                  Activities for the Corporation or for any entity controlled by
                  the Corporation;


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2.16 "Share Compensation Arrangement" means a stock option, stock option plan,
employee stock purchase plan or any other compensation or incentive mechanism of
the Corporation involving the issuance or potential issuance of shares to one or
more Service Providers, including a share purchase from treasury which is
financially assisted by the Corporation by way of a loan, guaranty or otherwise;
and

2.17 "Shares" means the common shares of the Corporation 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.

3. Administration of the Plan

3.1 The Plan shall be administered by the Board, if appointed, or by any
committee (if appointed, such Committee, the "Committee") of the Board appointed
from time to time by the Board for that purpose.

3.2 The Board or Committee 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, any such interpretation,
            construction or determination made by the Committee 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
            Option; and

      (g)   to prescribe the form of the instruments relating to the grant,
            exercise and other terms of Options.

3.3 The Board or the Committee may, in its discretion, require as conditions to
the grant or exercise of any Option that the Optionee shall have:

      (a)   represented, warranted and agreed in form and substance satisfactory
            to the Corporation that he or she is acquiring and will acquire such
            Option and the Shares to be issued upon the exercise thereof or, as
            the case may be, is acquiring such Shares, for his or her own
            account, for investment and not with a view to or in connection with
            any distribution, that he or she has had access to such information
            as is necessary to enable him or her to evaluate the merits and
            risks of such investment and that he or she is able to bear the
            economic risk of holding such Shares for an indefinite period;

      (b)   agreed to restrictions on transfer in form and substance
            satisfactory to the Corporation and to an endorsement on any option
            agreement or certificate representing the Shares making appropriate
            reference to such restrictions; and


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      (c)   agreed to indemnify the Corporation in connection with the
            foregoing.

3.4 Any Option granted under the Plan shall be subject to the requirement that,
if at any time counsel to the Corporation shall determine that the listing,
registration or qualification of the Shares subject to such Option upon any
securities exchange or under any law or regulation of any jurisdiction, or the
consent or approval of any securities exchange or any governmental or regulatory
body, is necessary as a condition of, or in connection with, the grant or
exercise of such Option or the issuance or purchase of Shares thereunder, such
Option may not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Board or the Committee. Nothing herein
shall be deemed to require the Corporation to apply for or to obtain such
listing, registration, qualification, consent or approval.

4. Shares Subject to the Plan

4.1 Options may be granted in respect of authorized and unissued Shares,
provided that the aggregate number of Shares reserved for issuance upon the
exercise of all Options granted under the Plan, shall not exceed 10% of the
issued and outstanding Shares, from time to time, subject to any adjustment of
such number pursuant to the provisions of Article 8 hereof or such greater
number of Shares as may be determined by the Board and approved, if required, by
the shareholders of the Corporation and by any relevant stock exchange or other
regulatory authority. Optioned Shares in respect of which Options are not
exercised and have expired shall again be available for the purpose of this
plan. No fractional Shares may be purchased or issued under the Plan.

5. Eligibility; Grant; Terms of Options

5.1 Options may be granted by the Board to any Eligible Person provided that:

      (a)   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 is exercisable from time to time during the term of the
            Option and other terms and conditions relating to each such Option
            shall be determined by the Board;

      (b)   the total number of Shares reserved in any one-year period for
            issuance to any one Optionee pursuant to Options, or any other share
            compensation arrangements of the Corporation, shall not exceed five
            percent (5%) of the outstanding number of Shares from time to time;

      (c)   the maximum number of shares reserved for issuance under this Plan
            and any previously established plans for Options granted to Insiders
            shall not exceed 10% of the issued and outstanding shares of the
            Company;

      (d)   the maximum number of Options granted to Insiders under the Plan and
            any previously established plans within a 12 month period shall not
            exceed 10% of the issued and outstanding shares of the Company;


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      (e)   the total number of Shares reserved for Options or any other share
            compensation arrangements of the Corporation in any one-year period
            for issuance to Consultants or Eligible Persons who are providing
            Investor Relations Activities shall not exceed two percent (2%) of
            the outstanding number of Shares from time to time;

      (f)   subject to any adjustments pursuant to the provisions of Article 8
            hereof, the Option Price of any Option shall be fixed by the Board
            or the Committee when such Option is granted, subject to applicable
            Exchange approval. In no event shall the Option Price be lower than
            the price permitted by the Exchange. If, as and when any Shares have
            been duly purchased and paid for under the terms of an Option, such
            Shares shall be conclusively deemed allotted and issued as fully
            paid non-assessable Shares at the price paid therefore;

      (g)   the terms of an Option shall not exceed five (5) years from the date
            of the grant of the Option;

      (h)   no Options shall be granted to any Optionee if the total number of
            Shares issuable to such Optionee under this Plan, together with any
            Shares reserved for issuance to such Optionee under options for
            services or any other stock option plans, would exceed 5% of the
            issued and outstanding Shares, less the number of Shares reserved
            for issuance to such person under any option to purchase common
            shares granted as a compensation or incentive mechanism, unless the
            Company has obtained disinterested shareholder approval in respect
            of such grant and meets the applicable requirements of the Exchange;

      (i)   an Option is personal to the Optionee and is non-transferable and
            non-assignable (whether by operation of law or otherwise), except as
            provided for herein. Upon any attempt to transfer, assign, pledge,
            hypothecate or otherwise dispose of an Option contrary to the
            provisions of the Plan, or upon the levy of any attachment or
            similar process upon an Option, the Option shall, at the election of
            the Corporation, cease and terminate and be of no further force or
            effect whatsoever.

5.2 The Board or the Committee may, in its sole discretion, determine the time
during which Options shall vest and the method of vesting, provided that Options
granted to Consultants performing Relations Activities shall vest in stages over
12 months with no more than 1/4 of the Options vesting in any three month
period.

5.3 The Board or the Committee shall consider factors as it deems pertinent in
selecting Eligible Persons and in determining the amount and terms of respective
options, the Corporation shall, as necessary, represent that the Optionee is a
bona fide employee, consultant or management company employee, as the case may
be, of the Corporation or a subsidiary.

6. Termination of Employment; Death

6.1 Subject to Sections 6.2 and 6.3 hereof and to any express resolution passed
by the Committee or the Board with respect to an Option, an Option and all
rights to purchase Shares pursuant thereto shall expire and terminate
immediately upon the Optionee who holds such Option ceasing to be an Eligible
Person.


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6.2 The Committee or the Board may, in their entire discretion, at the time of
the granting of Options hereunder, determine that provisions to the following
effect shall be contained in the written option agreement between the
Corporation and the Optionee:

      (a)   If an Optionee shall retire, or terminate his employment or
            directorship with the consent of the Board under circumstances
            equating to retirement, while holding an Option which has not been
            fully exercised, such Optionee may exercise the Option at any time
            within ninety (90) days of the date of such retirement or
            termination equating to retirement, but only to the same extent to
            which the Optionee could have exercised the Option immediately
            before the date of such retirement or termination equating to
            retirement.

      (b)   If an Optionee ceases to serve the Corporation or any Affiliate, as
            the case may be, as an employee, officer or director for cause, no
            Option held by such Optionee may be exercised following the date on
            which such Optionee ceases to serve the Corporation or any
            Affiliate, as the case may be, in such capacity. If an Optionee
            ceases to serve the Corporation or any Affiliate as an employee,
            officer, or director for any reason other than for cause, unless
            otherwise provided for in this Plan, no Option held by such Optionee
            at the effective date thereof may be exercised by the Optionee
            following the date which is ninety (90) days after the date on which
            the Optionee ceases to serve the Corporation or any Affiliate, as
            the case may be, in such capacity.

      (c)   In the event that an Optionee commits an act of bankruptcy or any
            proceeding is commenced against the Optionee under the Bankruptcy
            and Insolvency Act (Canada) or other applicable bankruptcy or
            insolvency legislation in force at the time of such bankruptcy and
            such proceeding remains undismissed for a period of thirty (30)
            days, no Option held by such Optionee may be exercised following the
            date on which such Optionee commits such act of bankruptcy or such
            proceeding remains undismissed, as the case may be.

      (d)   In the event of the death of an Eligible Person who is a director of
            the Company or an Affiliate of the Company or who is an employee
            having been continuously employed by the Company or its Affiliates
            for one year from and after the grant of such Eligible Persons
            Options, the option granted to such Eligible Person shall only be
            exercisable until the earlier of the expiry of 6 months after the
            death of such Eligible Person or the Expiry Date of the Option and
            then only:

            (i)   By the persons whom the Eligible Person's rights under the
                  Option shall pass by the Eligible Person's will or the laws of
                  descent and distribution; and

            (ii)  To the extent the Eligible Person was entitled to exercise the
                  Option at the date of his or her death.


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6.3 If an Optionee shall die holding an Option which has not been fully
exercised, his personal representatives, heirs or legatees may, at any time
within one (1) year after the date of such death exercise the Option with
respect to the unexercised balance of the Shares subject to the Option but only
to the same extent to which the decedent could have exercised the Option
immediately before the date of such death, but in no event after the date fixed
for the expiration of the Option.

6.4 For greater certainty, Options shall not be affected by any change of
employment of the Optionee or by the Optionee ceasing to be a director of the
Corporation provided that the Optionee continues to be an Eligible Person.

6.5 For the purposes of this Article 6, a determination by the Corporation that
an Optionee was discharged for "cause" shall be binding on the Optionee.

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

6.7 If an Optionee shall cease to be a person providing Investor Relations
Activities for any reason (other than death), such Optionee may exercise each
Option held, to the extent that it has, at the time of such ceasing, vested and
not been exercised, until the earlier of:

      (a)   the expiration of thirty (30) days following such ceasing, or such
            shorter period as may be stipulated by the Board in the applicable
            option agreement; and

      (b)   the expiry of the Option.

7. 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 Corporation at its registered office of a written
notice of exercise addressed to the Secretary of the Corporation specifying the
number of Shares with respect to which the Option is being exercised and
accompanied by payment in full, by cash or certified cheque, of the Option Price
of the Shares then being purchased. Subject to any provisions of the Plan to the
contrary, certificates for such Shares shall be issued and delivered to the
Optionee within a reasonable time following the receipt of such notice and
payment.

7.2 Notwithstanding any of the provisions contained in the Plan or in any
Option, the Corporation's obligation to issue Shares to an Optionee pursuant to
the exercise of any Option shall be subject to:

      (a)   completion of such registration or other qualification of such
            Shares or obtaining approval of such governmental or regulatory
            authority as the Corporation shall determine to be necessary or
            advisable in connection with the authorization, issuance or sale
            thereof;

      (b)   the admission of such Shares to listing on any stock exchange on
            which the Shares may then be listed;


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      (c)   the receipt from the Optionee of such representations, warranties,
            agreements and undertakings, as the Corporation determines to be
            necessary or advisable in order to safeguard against the violation
            of the securities laws of any jurisdiction; and

      (d)   the satisfaction of any conditions on exercise prescribed pursuant
            to Article 3 hereof.

7.3 Options shall be evidenced by a share option agreement, in such form not
inconsistent with this Plan as the Committee or the Board may from time to time
determine provided that the substance of Article 5 be included therein.

8. Certain Adjustments

8.1 In the event that the Shares are at any time changed or affected as a result
of the declaration of a stock dividend thereon or their subdivision or
consolidation, the number of Shares reserved for Option shall be adjusted
accordingly by the Board or the Committee to such extent as they deem proper in
their discretion. In such event, the number of, and the price payable for, any
Shares that are then subject to Option may also be adjusted by the Board or the
Committee to such extent, if any, as they deem proper in their discretion.

8.2 If at any time after the grant of an Option to any Optionee and prior to the
expiration of the term of such Option, the Shares shall be reclassified,
reorganized or otherwise changed, otherwise than as specified in Section 8.1 or,
subject to the provisions of Subsection 9.2(a) hereof, the Corporation shall
consolidate, merge or amalgamate with or into another corporation (the
corporation resulting or continuing from such consolidation, merger or
amalgamation being herein called the "Successor Corporation") the Optionee shall
be entitled to receive upon the subsequent exercise of his or her Option in
accordance with the terms hereof and shall accept in lieu of the number of
Shares to which he or she was theretofore entitled upon such exercise but for
the same aggregate consideration payable therefore, the aggregate number of
shares of the appropriate class and/or other securities of the Corporation or
the Successor Corporation (as the case may be) and/or other consideration from
the Corporation or the Successor Corporation (as the case may be) that the
Optionee would have been entitled to receive as a result of such
reclassification, reorganization or other change or, subject to the provisions
of Subsection 9.2(a) hereof, as a result of such consolidation, merger or
amalgamation, if on the record date of such reclassification, reorganization or
other change or the effective date of such consolidation, merger or
amalgamation, as the case may be, he or she had been the registered holder of
the number of Shares to which he or she was theretofore entitled upon such
exercise.

9. Amendment or Discontinuance of the Plan

9.1 The Board may amend the Plan at any time, provided, however, that no such
amendment may materially and adversely affect any Option previously granted to
an Optionee without the consent of the Optionee, except to the extent required
by law. Any such amendment shall, if required, be subject to the prior approval
of, or acceptance by, any stock exchange on which the Shares are listed and
posted for trading.

9.2 Notwithstanding anything contained to the contrary in this Plan or in any
resolution of the Board in implementation thereof:


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      (a)   in the event the Corporation proposes to amalgamate, merge or
            consolidate with any other corporation (other than a wholly-owned
            Subsidiary) or to liquidate, dissolve or wind-up, or in the event an
            offer to purchase or repurchase the Shares of the Corporation or any
            part thereof shall be made to all or substantially all holders of
            Shares of the Corporation, the Corporation shall have the right,
            upon written notice thereof to each Optionee holding Options under
            the Plan, to permit the exercise of all such Option within the 20
            day period next following the date of such notice and to determine
            that upon the expiration of such 20 day period, all rights of the
            Optionees to such Options or to exercise same (to the extent not
            theretofore exercised) shall ipso facto terminate and cease to have
            further force or effect whatsoever;

      (b)   in the event of the sale by the Corporation of all or substantially
            all of the assets of the Corporation as an entirety or substantially
            as an entirety so that the Corporation shall cease to operate as an
            active business, any outstanding Option may be exercised as to all
            or any part of the Optioned Shares in respect of which the Optionee
            would have been entitled to exercise the Option in accordance with
            the provisions of the Plan at the date of completion of any such
            sale at any time up to and including, but not after the earlier of:
            (i) the close of business on that date which is thirty (30) days
            following the date of the completion of such sale; and (ii) the
            close of business on the expiration date of the Option; but the
            Optionee shall not be entitled to exercise the Option with respect
            to any other Optioned Shares;

      (c)   subject to the rules of any relevant stock exchange or other
            regulatory authority, the Board may, by resolution, advance the date
            on which any Option may be exercised or extend the expiration date
            of any Option. The Board shall not, in the event of any such
            advancement or extension, be under any obligation to advance or
            extend the date on or by which Options may be exercised by any other
            Optionee; and

      (d)   the Board may, by resolution, but subject to applicable regulatory
            requirements, decide that any of the provisions hereof concerning
            the effect of termination of the Optionee's employment shall not
            apply to any Optionee for any reason acceptable to the Board.

Notwithstanding the provisions of this Article 9, should changes be required to
the Plan by any securities commission, stock exchange or other governmental or
regulatory body of any jurisdiction to which the Plan or the Corporation now is
or hereafter becomes subject, such changes shall be made to the Plan as are
necessary to conform with such requirements and, if such changes are approved by
the Board, the Plan, as amended, shall be filed with the records of the
Corporation and shall remain in full force and effect in its amended form as of
and from the date of its adoption by the Board.

9.3 Notwithstanding any other provision of this Plan, the Board may at any time
by resolution terminate this Plan. In such event, all Options then outstanding
and granted to an Optionee may be exercised by the Optionee for a period of
thirty (30) days after the date on which the Corporation shall have notified all
Optionees of the termination of this Plan, but only to the same extent as the
Optionee could have exercised such Options immediately prior to the date of such
notification.


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10. Miscellaneous Provisions

10.1 An Optionee shall not have any rights as a shareholder of the Corporation
with respect to any of the Shares covered by such Option until the date of
issuance of a certificate for Shares upon the exercise of such Option, in full
or in part, and then only with respect to the Shares represented by such
certificate or certificates. Without in any way limiting the generality of the
foregoing, no adjustment shall be made for dividends 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 or be re-elected as a director of the Corporation or any right to
continue in the employ of the Corporation or any Affiliate, or affect in any way
the right of the Corporation or any Affiliate to terminate his or her employment
at any time; not 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
Corporation or any Affiliate, 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 of future retirement plan of the Corporation or any Affiliate or any
present or future retirement policy of the Corporation or any Affiliate, or
beyond the time at which he or she would otherwise be retired pursuant to the
provisions of any contract of employment with the Corporation or any Affiliate.

10.3 Notwithstanding Section 5.6 hereof, Options may be transferred or assigned
between an Eligible Individual and/or the related Employee Corporation and/or
the related RRSP provided the assignor delivers notice to the Corporation prior
to the assignment and the Committee or the Board approves such assignment.

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 Columbai and the laws of Canada applicable therein.

11. Shareholder and Regulatory Approval

11.1 The Plan shall be subject to ratification by the shareholders of the
Corporation to be effected by a resolution passed at a meeting of the
shareholders of the Corporation, and to acceptance by any relevant regulatory
authority. Any Options granted prior to such ratification and acceptance shall
be conditional upon such ratification and acceptance being given and no such
Options may be exercised unless and until such ratification and acceptance are
given.

11.2 The Corporation must obtain specific disinterested shareholder approval to
decrease the Option Price of any stock options previously granted to Insiders.

12. Termination of Option in the Event of Take-Over Bid

12.1 In the event a take-over bid (as defined in the Securities Act (B.C.),
which is not exempt from the take-over bid requirements of the Securities Act
(B.C.) (or its replacement or successor provisions)) shall be made for the
Common Shares of the Corporation, the Corporation may in the agreement providing
for the grant of Options herein provide that the Corporation may require the
disposition of the Optionee and the termination of any obligations of the
Corporation to the Optionee in respect of any Options granted by paying to the
Optionee in cash the difference between the exercise price of unexercised
Options and the fair market value of the securities to which the Optionee would
have been entitled upon exercise of the unexercised Options on such date, which
determination of fair market value shall be conclusively made by the Committee,
subject to approval by the stock exchanges upon which the Common Shares are then
listed, if required by such exchanges. Upon payment as aforesaid, the Options
shall terminate and be at an end and the Optionee shall cease to have any
further rights in respect thereof.


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13. Prior Plans

13.1 This Plan shall come into effect on February 1, 2004 and entirely replaces
and supersedes prior share option plans enacted by the Board or any predecessor
corporations.

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