Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Exhibit 10.1







2003 STOCK OPTION PLAN OF 



SILVERADO GOLD MINES LTD. 



APRIL 15, 2003 



A British Columbia Company







 STOCK OPTION PLAN

  OF

  SILVERADO GOLD MINES LTD.  


TABLE OF CONTENTS


	 	Page No.
	 	 
	PURPOSE OF THE PLAN	1
	 	 
	TYPES OF STOCK OPTIONS	1
	 	 
	DEFINITIONS	1
	 	 
	ADMINISTRATION OF THE PLAN	2
	 	 
	GRANT OF OPTIONS	3
	 	 
	STOCK SUBJECT TO PLAN	3
	 	 
	TERMS AND CONDITIONS OF OPTIONS	3
	 	 
	TERMINATION OR AMENDMENT OF THE PLAN	7
	 	 
	INDEMNIFICATION	7
	 	 
	EFFECTIVE DATE AND TERM OF THE PLAN	8









 STOCK OPTION PLAN

  OF  

  SILVERADO GOLD MINES LTD.  

 A British Columbia Company 



1.     PURPOSE OF THE PLAN 

 The purpose of this Plan is to strengthen Silverado Gold Mines
  Ltd. (hereinafter the “Company”) by providing incentive stock options
  as a means to attract, retain and motivate key corporate personnel, through
  ownership of stock of the Company, and to attract individuals of outstanding
  ability to render services to and enter the employment of the Company or its
  subsidiaries. 

 2.     TYPES OF STOCK OPTIONS 

 There shall be two types of Stock Options (referred to herein
  as "Options" without distinction between such different types) that may be granted
  under this Plan: (1) Options intended to qualify as Incentive Stock Options
  under Section 422 of the Internal Revenue Code (“Qualified Stock Options”),
  and (2) Options not specifically authorized or qualified for favorable income
  tax treatment under the Internal Revenue Code (“Non-Qualified Stock Options”).


 3.     DEFINITIONS 


The following definitions are applicable to the Plan:


	 	(1)	Board. The Board of Directors of the Company.
	 	 	 
	 	(2)	Code. The Internal Revenue Code of 1986, as amended from
      time to time.
	 	 	 
	 	(3)	Common Shares. The Common Shares of the Company.
	 	 	 
	 	(4)	Company. Silverado Gold Mines Ltd., a British Columbia company.
	 	 	 
	 	(5)	Consultant. An individual or entity
        that renders professional services to the Company as an independent contractor
        and is not an employee or under the direct supervision and control of
        the Company.

	 	 	 
	 	(6)	Disabled or Disability. For the purposes
        of Section 7, a disability of the type defined in Section 22(e)(3) of
        the Code. The determination of whether an individual is Disabled or has
        a Disability is determined under procedures established by the Plan Administrator
        for purposes of the Plan.

	 	 	 
	 	(7)	Fair Market Value. For purposes of the
        Plan, the “fair market value" per Common Share of the Company at
        any date shall be: (a) if the Common Shares are listed on an established
        stock exchange or exchanges or the NASDAQ National Market, the closing
        price per share on the last trading day immediately preceding such date
        on




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	 	 	the principal exchange on which it is
        traded or as reported by NASDAQ; or (b) if the Common Shares are not then
        listed on an exchange or the NASDAQ National Market, but is quoted on
        the NASDAQ Small Cap Market, the NASDAQ electronic bulletin board or the
        National Quotation Bureau pink sheets, the average of the closing bid
        and asked prices per Common Share as quoted by NASDAQ or the National
        Quotation Bureau, as the case may be, on the last trading day immediately
        preceding such date; or (c) if the Common Shares are not then listed on
        an exchange or the NASDAQ National Market, or quoted by NASDAQ or the
        National Quotation Bureau, an amount determined in good faith by the Plan
        Administrator.

	 	 	 
	 	(8)	Incentive Stock Option. Any Stock Option
        intended to be and designated as an "incentive stock option" within the
        meaning of Section 422 of the Code.

	 	 	 
	 	(9)	Non-Qualified Stock Option. Any Stock Option that is not
      an Incentive Stock Option.
	 	 	 
	 	(10)	Optionee. The recipient of a Stock Option.
	 	 	 
	 	(11)	Plan Administrator. The board or the
        Committee designated by the Board pursuant to Section 4 to administer
        and interpret the terms of the Plan.

	 	 	 
	 	(12)	Stock Option. Any option to purchase Common Shares granted
      pursuant to Section 7.


4.     ADMINISTRATION OF THE PLAN

 This Plan shall be administered by the Board of Directors
  or by a Compensation Committee (hereinafter the “Committee”) composed
  of members selected by, and serving at the pleasure of, the Board of Directors
  (the “Plan Administrator”). Subject to the provisions of the Plan,
  the Plan Administrator shall have authority to construe and interpret the Plan,
  to promulgate, amend, and rescind rules and regulations relating to its administration,
  to select, from time to time, among the eligible employees and non-employee
  consultants (as determined pursuant to Section 5) of the Company and its subsidiaries
  those employees and consultants to whom Stock Options will be granted, to determine
  the duration and manner of the grant of the Options, to determine the exercise
  price, the number of shares and other terms covered by the Stock Options, to
  determine the duration and purpose of leaves of absence which may be granted
  to Stock Option holders without constituting termination of their employment
  for purposes of the Plan, and to make all of the determinations necessary or
  advisable for administration of the Plan. The interpretation and construction
  by the Plan Administrator of any provision of the Plan, or of any agreement
  issued and executed under the Plan, shall be final and binding upon all parties.
  No member of the Committee or Board shall be liable for any action or determination
  undertaken or made in good faith with respect to the Plan or any agreement executed
  pursuant to the Plan.

 If a Committee is established, all of the members of the Committee
  shall be persons who, in the opinion of counsel to the Company, are outside
  directors and "non-employee directors" within the meaning of Rule 16b-3(b)(3)(i)
  promulgated by the Securities and Exchange Commission. From time to time, the
  Board may increase or decrease the size of the Committee, and add additional
  members to, or remove members from, the Committee. The Committee shall act pursuant
  to a majority vote, or the written consent of a majority of its members, and
  minutes shall be kept of all of its meetings and copies thereof shall be provided
  to the Board. Subject to the provisions of the Plan and the directions of the
  Board, the Committee may establish and follow such rules and regulations for
  the conduct of its business as it may deem advisable. 


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 At the option of the Board, the entire Board of Directors of the Company may
  act as the Plan Administrator. 

 5.     GRANT OF OPTIONS 

 The Company is hereby authorized to grant Incentive Stock
  Options as defined in section 422 of the Code to any employee or director (including
  any officer or director who is an employee) of the Company, or of any of its
  subsidiaries; provided, however, that no person who owns stock possessing more
  than 10% of the total combined voting power of all classes of stock of the Company,
  or any of its parent or subsidiary corporations, shall be eligible to receive
  an Incentive Stock Option under the Plan unless at the time such Incentive Stock
  Option is granted the Option price is at least 110% of the fair market value
  of the shares subject to the Option, and such Option by its terms is not exercisable
  after the expiration of five years from the date such Option is granted. 

 An employee may receive more than one Option under the Plan.
  Non-Employee Directors shall be eligible to receive Non-Qualified Stock Options
  in the discretion of the Plan Administrator. In addition, Non-Qualified Stock
  Options may be granted to employees, officers, directors and consultants who
  are selected by the Plan Administrator. 

 6.     SHARES SUBJECT TO PLAN 

 The shares available for grant of Options under the Plan shall
  be the Company's authorized but unissued, or reacquired, Common Shares. Subject
  to adjustment as provided herein, the maximum aggregate number of Common Shares
  that may be optioned and sold under the Plan is 7,500,000 shares. 

 The maximum number of shares for which an Option may be granted
  to any Optionee during any calendar year shall not exceed three percent (3%)
  of the issued and outstanding Common Shares of the Company. In the event that
  any outstanding Option under the Plan for any reason expires or is terminated,
  the Common Shares allocable to the unexercised portion of the Option shall again
  be available for Options under the Plan as if no Option had been granted with
  regard to such shares. 

 7.     TERMS AND CONDITIONS OF OPTIONS 

 Options granted under the Plan shall be evidenced by agreements
  (which need not be identical) in such form and containing such provisions that
  are consistent with the Plan as the Plan Administrator shall from time to time
  approve. Such agreements may incorporate all or any of the terms hereof by reference
  and shall comply with and be subject to the following terms and conditions:


	 	(1)	Number of Shares. Each Option agreement shall specify the
      number of shares subject to the Option.
	 	 	 
	 	(2)	Option Price. The purchase price for
        the shares subject to any Option shall be determined by the Plan Administrator
        at the time of the grant, but shall not be less than 85% of Fair Market
        Value per share. Anything to the contrary notwithstanding, the purchase
        price for the shares subject to any Incentive Stock Option shall not be




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	less than 100% of the Fair Market Value
        of the Common Shares of the Company on the date the Stock Option is granted.
        In the case of any Incentive Stock Option granted to an employee who owns
        stock possessing more than 10% of the total combined voting power of all
        classes of stock of the Company, or any of its parent or subsidiary corporations,
        the Option price shall not be less than 110% of the Fair Market Value
        per share of the Company’s Common Shares on the date the Option is
        granted. For purposes of determining the stock ownership of an employee,
        the attribution rules of Section 424(d) of the Code shall apply.

	 	 	 
	 	(3)
   	Notice and Payment. To the extent permitted
        by applicable law, any exercisable portion of a Stock Option may be exercised
        only by: (a) delivery of a written notice to the Company prior to the
        time when such Stock Option becomes unexercisable herein, stating the
        number of shares bring purchased and complying with all applicable rules
        established by the Plan Administrator; (b) payment in full of the exercise
        price of such Option by, as applicable, delivery of: (i) cash or check
        for an amount equal to the aggregate Stock Option exercise price for the
        number of shares being purchased, (ii) in the discretion of the Plan Administrator,
        upon such terms as the Plan Administrator shall approve, a copy of instructions
        to a broker directing such broker to sell the Common Shares for which
        such Option is exercised, and to remit to the Company the aggregate exercise
        price of such Stock Option (a “cashless exercise”), or (iii)
        in the discretion of the Plan Administrator, upon such terms as the Plan
        Administrator shall approve, the Company's Common Shares owned by the
        Optionee, duly endorsed for transfer to the Company, with a Fair Market
        Value on the date of delivery equal to the aggregate purchase price of
        the shares with respect to which such Stock Option or portion is thereby
        exercised (a "stock-for-stock exercise"); (c) payment of the amount of
        tax required to be withheld (if any) by the Company, or any parent or
        subsidiary corporation as a result of the exercise of a Stock Option.
        At the discretion of the Plan Administrator, upon such terms as the Plan
        Administrator shall approve, the Optionee may pay all or a portion of
        the tax withholding by: (i) cash or check payable to the Company, (ii)
        a cashless exercise, (iii) a stock-for-stock exercise, or (iv) a combination
        of one or more of the foregoing payment methods; and (d) delivery of a
        written notice to the Company requesting that the Company direct the transfer
        agent to issue to the Optionee (or his designee) a certificate for the
        number of Common Shares for which the Option was exercised or, in the
        case of a cashless exercise, for any shares that were not sold in the
        cashless exercise. Notwithstanding the foregoing, the Company, in its
        sole discretion, may extend and maintain, or arrange for the extension
        and maintenance of credit to any Optionee to finance the Optionee's purchase
        of shares pursuant to the exercise of any Stock Option, on such terms
        as may be approved by the Plan Administrator, subject to applicable regulations
        of the Federal Reserve Board and any other laws or regulations in effect
        at the time such credit is extended.

	 	 	 
	 	(4)	Terms of Option. No Option shall be
        exercisable after the expiration of the earliest of: (a) ten years after
        the date the Option is granted, (b) three months after the date the Optionee's
        employment with the Company and its subsidiaries terminates, or a Non-Employee
        Director or Consultant ceases to provide services to the Company, if such
        termination or cessation is for any reason other than Disability or death,
        (c) one year after the date the Optionee's employment with the Company,
        and its subsidiaries, terminates, or a Non-Employee Director or Consultant
        ceases to provide services to the Company, if such termination or cessation
        is a result of death




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	 	 	or Disability; provided, however, that
        the Option agreement for any Option may provide for shorter periods in
        each of the foregoing instances. In the case of an Incentive Stock Option
        granted to an employee who owns stock possessing more than 10% of the
        total combined voting power of all classes of stock of the Company, or
        any of its parent or subsidiary corporations, the term set forth in (a)
        above shall not be more than five years after the date the Option is granted.

	 	 	 
	 	(5)	Exercise of an Option. No Option shall
        be exercisable during the lifetime of an Optionee by any person other
        than the Optionee. Subject to the foregoing, the Plan Administrator shall
        have the power to set the time or times within which each Option shall
        vest or be exercisable and to accelerate the time or times of vesting
        and exercise; provided, however each Option shall provide the right to
        exercise at the rate of at least 20% per year over five years from the
        date the Option is granted. Unless otherwise provided by the Plan Administrator,
        each Option will not be subject to any vesting requirements. To the extent
        that an Optionee has the right to exercise an Option and purchase shares
        pursuant hereto, the Option may be exercised from time to time by written
        notice to the Company, stating the number of shares being purchased and
        accompanied by payment in full of the exercise price for such shares.

	 	 	 
	 	(6)	No Transfer of Option. No Option shall
        be transferable by an Optionee otherwise than by will or the laws of descent
        and distribution.

	 	 	 
	 	(7)	Limit on Incentive Stock Option. The
        aggregate Fair Market Value (determined at the time the Option is granted)
        of the stock with respect to which an Incentive Stock Option is granted
        and exercisable for the first time by an Optionee during any calendar
        year (under all Incentive Stock Option plans of the Company and its subsidiaries)
        shall not exceed $100,000. To the extent the aggregate Fair Market Value
        (determined at the time the Stock Option is granted) of the Common Shares
        with respect to which Incentive Stock Options are exercisable for the
        first time by an Optionee during any calendar year (under all Incentive
        Stock Option plans of the Company and any parent or subsidiary corporations)
        exceeds $100,000, such Stock Options shall be treated as Non-Qualified
        Stock Options. The determination of which Stock Options shall be treated
        as Non-Qualified Stock Options shall be made by taking Stock Options into
        account in the Order in which they were granted.

	 	 	 
	 	(8)	Restriction on Issuance of Shares. The
        issuance of Options and shares shall be subject to compliance with all
        of the applicable requirements of law with respect to the issuance and
        sale of securities, including, without limitation, any required qualification
        under state securities laws. If an Optionee acquires Common Shares pursuant
        to the exercise of an Option, the Plan Administrator, in its sole discretion,
        may require as a condition of issuance of shares covered by the Option
        that the Common Shares be subject to restrictions on transfer. The Company
        may place a legend on the share certificates reflecting the fact that
        they are subject to restrictions on transfer pursuant to the terms of
        this Section. In addition, the Optionee may be required to execute a buy-sell
        agreement in favor of the Company or its designee with respect to all
        or any of the shares so acquired. In such event, the terms of any such
        agreement shall apply to the optioned shares.




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	 	(9)	Investment Representation. Any Optionee
        may be required, as a condition of issuance of shares covered by his or
        her Option, to represent that the shares to be acquired pursuant to exercise
        will be acquired for investment and without a view toward distribution
        thereof, and in such case, the Company may place a legend on the share
        certificate(s) evidencing the fact that they were acquired for investment
        and cannot be sold or transferred unless registered under the Securities
        Act of 1933, as amended, or unless counsel for the Company is satisfied
        that the circumstances of the proposed transfer do not require such registration.

	 	 	 
	 	(10)	Rights as a Shareholder or Employee.
        An Optionee or transferee of an Option shall have no right as a stockholder
        of the Company with respect to any shares covered by any Option until
        the date of the issuance of a share certificate for such shares. No adjustment
        shall be made for dividends (Ordinary or extraordinary, whether cash,
        securities, or other property), or distributions or other rights for which
        the record date is prior to the date such share certificate is issued,
        except as provided in paragraph (13) below. Nothing in the Plan or in
        any Option agreement shall confer upon any employee any right to continue
        in the employ of the Company or any of its subsidiaries or interfere in
        any way with any right of the Company or any subsidiary to terminate the
        Optionee's employment at any time.

	 	 	 
	 	(11)	No Fractional Shares. In no event shall the Company be required
      to issue fractional shares upon the exercise of an Option.
	 	 	 
	 	(12)	Exercise in the Event of Death. In the
        event of the death of the Optionee, any Option or unexercised portion
        thereof granted to the Optionee, to the extent exercisable by him or her
        on the date of death, may be exercised by the Optionee's personal representatives,
        heirs, or legatees subject to the provisions of paragraph (4) above.

	 	 	 
	 	(13)	
        Recapitalization or Reorganization of the Company. Except as otherwise
          provided herein, appropriate and proportionate adjustments shall be
          made (1) in the number and class of shares subject to the Plan, (2)
          to the Option rights granted under the Plan, and (3) in the exercise
          price of such Option rights, in the event that the number of Common
          Shares of the Company are increased or decreased as a result of a stock
          dividend (but only on Common Shares), stock split, reverse stock split,
          recapitalization, reorganization, merger, consolidation, separation,
          or like change in the corporate or capital structure of the Company.
          In the event there shall be any other change in the number or kind of
          the outstanding Common Shares of the Company, or any stock or other
          securities into which such common shares shall have been changed, or
          for which it shall have been exchanged, whether by reason of a complete
          liquidation of the Company or a merger, reorganization, or consolidation
          with any other corporation in which the Company is not the surviving
          corporation, or the Company becomes a wholly-owned subsidiary of another
          corporation, then if the Plan Administrator shall, in its sole discretion,
          determine that such change equitably requires an adjustment to Common
          Shares currently subject to Options under the Plan, or to prices or
          terms of outstanding Options, such adjustment shall be made in accordance
          with such determination.

         To the extent that the foregoing adjustments relate to stock or securities
          of the Company, such adjustment shall be made by the Plan Administrator,
          the determination of which in that respect shall be final, binding,
          and conclusive. No

      




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	 	 	right to purchase fractional shares shall
        result from any adjustment of Options pursuant to this Section. In case
        of any such adjustment, the shares subject to the Option shall be rounded
        down to the nearest whole share. Notice of any adjustment shall be given
        by the Company to each Optionee whose Options shall have been so adjusted
        and such adjustment (whether or not notice is given) shall be effective
        and binding for all purposes of the Plan.

       In the event of a complete liquidation of the Company
        or a merger, reorganization, or consolidation of the Company with any
        other corporation in which the Company is not the surviving corporation,
        or the Company becomes a wholly-owned subsidiary of another corporation,
        any unexercised Options granted under the Plan shall be deemed cancelled
        unless the surviving corporation in any such merger, reorganization, or
        consolidation elects to assume the Options under the Plan or to issue
        substitute Options in place thereof; provided, however, that notwithstanding
        the foregoing, if such Options would be cancelled in accordance with the
        foregoing, the Optionee shall have the right exercisable during a ten-day
        period ending on the fifth day prior to such liquidation, merger, or consolidation
        to exercise such Option in whole or in part without regard to any installment
        exercise provisions in the Option agreement.

	 	
	 
	 	(14)	Modification, Extension and Renewal
        of Options. Subject to the terms and conditions and within the limitations
        of the Plan, the Plan Administrator may modify, extend or renew outstanding
        options granted under the Plan and accept the surrender of outstanding
        Options (to the extent not theretofore exercised). The Plan Administrator
        shall not, however, without the approval of the Board, modify any outstanding
        Incentive Stock Option in any manner that would cause the Option not to
        qualify as an Incentive Stock Option within the meaning of Section 422
        of the Code. Notwithstanding the foregoing, no modification of an Option
        shall, without the consent of the Optionee, alter or impair any rights
        of the Optionee under the Option.

	 	 	 
	 	(15)	Other Provisions. Each Option may contain
        such other terms, provisions, and conditions not inconsistent with the
        Plan as may be determined by the Plan Administrator.



 8.     TERMINATION OR AMENDMENT OF THE PLAN 

 The Board may at any time terminate or amend the Plan; provided
  that, without approval of the holders of a majority of the Common Shares of
  the Company represented and voting at a duly held meeting at which a quorum
  is present or the written consent of a majority of the outstanding Common Shares,
  there shall be (except by operation of the provisions of paragraph (13) above)
  no increase in the total number of shares covered by the Plan, no change in
  the class of persons eligible to receive options granted under the Plan, no
  reduction in the limits for determination of the minimum exercise price of Options
  granted under the Plan, and no extension of the limits for determination of
  the latest date upon which Options may be exercised; and provided further that,
  without the consent of the Optionee, no amendment may adversely affect any then
  outstanding Option or any unexercised portion thereof. 

 9.     INDEMNIFICATION 


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 In addition to such other rights of indemnification as they
  may have as members of the Board Committee that administers the Plan, the members
  of the Plan Administrator shall be indemnified by the Company against reasonable
  expense, including attorney's fees, actually and necessarily incurred in connection
  with the defense of any action, suit or proceeding, or in connection with any
  appeal therein to which they, or any of them, may be a party by reason of any
  action taken or failure to act under or in connection with the Plan or any Option
  granted thereunder, and against any and all amounts paid by them in settlement
  thereof (provided such settlement is approved by independent legal counsel selected
  by the Company). In addition, such members shall be indemnified by the Company
  for any amount paid by them in satisfaction of a judgment in any action, suit,
  or proceeding, except in relation to matters as to which it shall have been
  adjudged that such member is liable for negligence or misconduct in the performance
  of his or her duties, provided however that within sixty (60) days after institution
  of any such action, suit, or proceeding, the member shall in writing offer the
  Company the opportunity, at its own expense, to handle and defend the same.


 10.     EFFECTIVE DATE AND TERM OF
  THE PLAN 

 This Plan shall become effective (the "Effective Date") on
  the date of adoption by the board of directors. Unless sooner terminated by
  the Board in its sole discretion, this Plan will expire on April 15, 2013. 


IN WITNESS WHEREOF, the Company by its duly authorized officer, has caused this Plan to be executed as of the 15th day of April, 2003.



SILVERADO GOLD MINES LTD.


 /s/ Garry L. Anselmo  

  By: GARRY L. ANSELMO 

  Its: PRESIDENT 


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