Exhibit 4.1-Stock Incentive/Optiion Plan

                          Golden Spirit Minerals Ltd.
                              2004 STOCK INCENTIVE
                                      AND
                                  OPTION PLAN

1. THE PLAN.

The purpose of the Golden Spirit Minerals Ltd. (the Company) 2004 Stock
Incentive and Option Plan (the Plan) is to provide the Company with the means of
attracting and retaining the services of highly motivated and qualified
directors and key personnel.

The Plan is intended to advance the interests of the Company and its
stockholders by affording to key employees, consultants and non-employee
directors, upon whose skill, judgment, initiative, and efforts the Company is
largely dependent for the successful conduct of its business, an opportunity for
investment in the Company and incentives inherent in stock ownership in the
Company. The term Company shall include all subsidiaries of the Company.

2. LEGAL COMPLIANCE.

It is the intent of the Plan that it conform in all respects with the
requirements of Rule 16b-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (Rule 16b-3) or, in connection with Incentive
Stock/Options (ISOs), as such term is defined in Section 422 (a) of the Internal
Revenue Code of 1986 (the Code) as mentioned from time to time.  If any aspect
of the Plan does not conform to Section 422 (a) of the Code, as amended from
time to time, such aspect shall be deemed to be modified, deleted, or otherwise
changed as necessary to insure continued compliance with such provisions.

3. ADMINISTRATION OF THE PLAN.

                3.1 PLAN COMMITTEE:  The Plan shall be administered by a
                committee (the Committee).  The members of the Committee shall
                be appointed from time to time by the Board of Directors of the
                Company (the Board) and shall consist of not less than two (2)
                nor more than five (5) persons.

                3.2 COMMITTEE PROCEDURES:  The Committee from time to time may
                adopt such rules and regulations for carrying out the purposes
                of the Plan as it may deem proper and in the best interests of
                the company.  The committee shall keep minutes of its meetings
                and records of its actions.  A Majority of the members of the
                committee shall constitute a quorum for the transaction of any
                business by the Committee.  The Committee may act at any time by
                an affirmative vote of a majority of those members voting.  Such
                vote may be taken at a meeting which may be conducted in person,
                telephonically, or by written consent of all Committee members
                without a meeting.

                3.3 FINALITY OF COMMITTEE ACTION:  The Committee's actions shall
                be final and conclusive and binding on all persons, including,
                without limitations, the Company, its stockholders, the
                Committee and each of the members of the Committee, respective
                successor(s) and interest(s).

                3.4 NON LIABILITY OF COMMITTEE MEMBERS:  No Committee member
                shall be liable for any action or determination made by him in
                good faith with respect to the Plan or any Options granted or
                shares issued thereunder.

4. NON-EXCLUSIVITY OF THE PLAN.

Nothing contained in the Plan is intended to amend, modify, or rescind any
previously app[roved compensation plan(s), program(s) or option(s) entered into
by the Company.  This Plan shall be construed to be in addition to and
independent of any and all such other arrangements.  Neither the adoption of the
Plan by the Board nor the submission of the Plan to the Stockholders of the
Company for approval shall be construed as creating limitations on the power or
authority of the Board to adopt, with or without stockholder approval, such
additional or other compensation arrangements as the Board may from time to time
deem desirable.

5. GOVERNING LAW.

The Plan and all rights and obligations under it shall be construed and enforced
in accordance with the laws of the State of Delaware.