Exhibit 4.1- STOCK INCENTIVE

                            AVALON GOLD CORPORATION
                              2004 STOCK INCENTIVE
                                      AND
                                  OPTION PLAN

1. THE PLAN.

The purpose of the Avalon Gold Corporation's (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 approved 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 Nevada.