EX-4.1

NORTH LILY MINING COMPANY
RETAINER STOCK PLAN

1.       INTRODUCTION
This plan shall be known as the "North Lily Mining Company  Retainer Stock Plan"
and is  hereinafter  referred to as the "Plan".  The purposes of the Plan are to
enable North Lily Mining Company, a Utah corporation (the "Company"), to promote
the interests of the Company and its  shareholders  by attracting  and retaining
Directors,  Officers, Employees and Consultants capable of furthering the future
success of the Company and by aligning  their  economic  interests  more closely
with those of the Company's  shareholders,  by paying their retainer or fees all
or part in the form of shares of the  Company's  common  stock,  par value $0.10
(the "Common Stock").

2.       DEFINITIONS
The following  terms shall have the meaning set forth below:

"Anniversary" has the meaning set forth in Section 6.

"Annual Meeting" means the annual meeting of the shareholders of the Company.

The "Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12 (d).

"The Code" means the Internal  Revenue Code of 1986,  as amended,  and the rules
and regulations there under.  References to any provision of the Code or rule or
regulation  thereunder  shall be deemed to  include  any  amended  or  successor
provision, rule or regulation.

The  "Committee"  means the committee that  administers  the Plan, as more fully
defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

The "Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping  account  maintained by the Company
for a Participant representing the Participant's interest in the shares credited
to such Deferred Stock Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director"  means an individual who is a member of the Board of Directors of the
Company.

The "Dividend  Equivalent"  for a given dividend or other  distribution  means a
number of shares of Common  Stock having a Fair Market  Value,  as of the record
date for such dividend or  distribution,  equal to the amount of cash,  plus the
fair  market  value  on the  date  of  distribution  of any  property,  that  is
distributed  with respect to one share of Common Stock pursuant to such dividend
or  distribution;  such fair market value to be  determined  by the Committee in
good faith.

The "Effective  Date" has the meaning set forth in Section 3.

The "Exchange Act" has the meaning set forth in Section 13 (b).

The "Fair  Market  Value"  means the mean  between the highest and lowest  sales
prices of the Common Stock on the securities exchange or over the counter market
on which the Common  Stock is listed on the last  trading  day prior to the date
with respect to which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section4.

"Payment  Time" means the time when a Stock Retainer is payable to a Participant
pursuant to Section 5 (without regard to eth effect of any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.



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3.       EFFECTIVE DATE OF THE PLAN
The Plan  shall be  effective  November  20,  2000,  pursuant  to the  unanimous
approval of the Board.

4.       ELIGIBILTY
Each  individual  who is a  Director,  Officer,  Employee or  Consultant  on the
Effective Date and each individual who becomes such  thereafter  during the term
of the Plan,  shall be a participant  ("Participant")  in the Plan, in each case
during such period as such individual remains a Director,  Officer,  Employee or
Consultant of the Company or any of its  subsidiaries.  Each credit of shares of
Common Stock pursuant to the Plan shall be evidenced by a written agreement duly
executed and delivered by or on behalf of the Company and a Participant, if such
an agreement is required by the Company to assure compliance with all applicable
laws and regulations.

5.       GRANTS OF SHARES
Commencing  on the Effective  Date,  the amount of  compensation  for service to
Directors,  Officers,  Employees or Consultants  shall, upon written approval by
the  parties  and the  Company, become at least  partially  payable in shares of
Common Stock (the "Stock Retainer") pursuant to this Plan.

6.       DEFERAL ELECTION
From and after  the  Effective  Date,  a  Participant  may make an  election  (a
"Deferral  Election") on an annual basis to defer delivery of the Stock Retainer
specifying  which of the following  ways the Stock  Retainer is to be delivered:
(a) on the date which is one to three  years  after the date of the  Meeting for
which it was originally payable (the "Anniversary"),  (b) on the date upon which
the  Participant  ceases to be a Director  or  Consultant  for any  reason  (the
"Departure  Date") or (c) in five equal annual  installments  commencing  on the
Departure  Date (the "Third  Anniversary"  and the  "Departure  Date" each being
referred to herein as a "Delivery Date"). Such deferral election shall remain in
effect for each  Subsequent  Year unless  changed,  provided  that, any Deferral
Election  with  respect to a  particular  Year may not be changed  less than six
months prior to the beginning of such Year and provided,  further,  that no more
than one  Deferral  Election  or change  thereof  may be made in any  year.  Any
Deferral  Election  and  any  change  or  revocation  thereof  shall  be made by
delivering  written  notice  thereof to the  Committee  no later than six months
prior to the beginning of the Year beginning on the Effective Date, and Deferral
Election or  revocation  thereof  must be  delivered  no later than the close of
business on the 30th day prior to the 2000 Meeting.


7.      DEFFERED STOCK ACCOUNTS
The Company shall  maintain a Deferred  Stock Account for each  Participant  who
makes a Deferral  Election  to which  shall be  credited,  as of the  applicable
Payment Time, the number of shares of Common Stock payable pursuant to the Stock
Retainer to which the Deferral Election relates.  So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant  under Section
8, each Deferred  Stock Account shall be credited as of the payment date for any
dividend paid or other  distribution made with respect to the Common Stock, with
a number of shares of Common  Stock  equal to (a) the number of shares of Common
Stock shown in such Deferred  Stock Account on the record date for such dividend
or distribution  multiplied by (b) the Dividend  Equivalent for such dividend or
distribution.


8.       DELIVERY OF SHARES
(a)  The shares of Common Stock in a  Participant's  Deferred Stock Account with
     respect to any Stock  Retainer for which a Deferral  Election has been made
     (together  with  dividends  attributable  to such  shares  credited to such
     Deferred Stock Account) shall be delivered in accordance  with this Section
     8 as soon as practicable  after the applicable  Delivery Date.  Except with
     respect to a Deferral  Election pursuant to Section 6(c), such shares shall
     be  delivered at one time,  provided  that,  if the  number  of  shares  so
     delivered  includes a fractional share, such number shall be rounded to the
     nearest whole number of shares. If the Participant has in effect a Deferral
     Election  pursuant to Section 6(c),  then such shares shall be delivered in
     five equal annual  installments  (together with dividends  attributable  to
     such shares credited to such Deferred Stock  Account),  with the first such
     installment  being delivered on the first anniversary of the Delivery Date,




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     provided that, if in order to equalize such installments, fractional shares
     that would have to be delivered with such installments shall be adjusted by
     rounding to the nearest whole share. If any such shares are to be delivered
     after the Participant has died or become legally incompetent, they shall be
     delivered to the  Participant's  estate or legal guardian,  as the case may
     be, in accordance  with the foregoing;  provided  that, if the  Participant
     dies with a  Deferral  Election  pursuant  to Section  6(c) in effect,  the
     Committee   shall   deliver  all  remaining   undelivered   shares  to  the
     Participant's  estate immediately.  References to a Participant in the Plan
     shall be deemed  to refer to the  Participant's  estate or legal  guardian,
     where  appropriate.  (b) The Company  may,  but shall not be  required  to,
     create a grantor  trust or utilize  an  existing  grantor  trust (in either
     case, the "Trust") to assist it in accumulating  the shares of Common Stock
     needed  to  fulfill  its   obligations   under  this  Section  8.  However,
     Participants  shall have no beneficial  or other  interest in the Trust and
     the assets  thereof,  and their  rights  under the Plan shall be as general
     creditors of the Company,  unaffected by the existence or  nonexistence  of
     the Trust,  except that deliveries of Stock Retainers to Participants  from
     the Trust  shall,  to the extent  thereof,  be treated  as  satisfying  the
     Company's obligations under this Section 8.


9.   SHARE CERTIFICATES; VOTING AND OTHER RIGHTS
     The certificate for shares delivered to a Participant pursuant to Section 8
     above  shall be issued in the name of the  Participant,  and from and after
     the date of such issuance the  Participant  shall be entitled to all rights
     of a shareholder with respect to Common Stock for all such shares issued in
     his  or her  name,  including  the  right  to  vote  the  shares,  and  the
     Participant  shall receive all dividends  and other  distributions  paid or
     made with respect thereto.


10.  GENERAL RESTRICTIONS
     (a)  Notwithstanding  any other  provision  of the Plan or  agreements made
     pursuant thereto, the Company shall not be required to issue or deliver any
     certificate or certificates for shares of Common Stock under the Plan prior
     to fulfillment of all the following conditions:
     (i) Listing or approval  for listing  upon  official  notice of issuance of
     such shares on such securities  exchange as may at the time be a market for
     the Common Stock;
     (ii) Any registration or other qualification of such shares under any state
     of federal  law or  regulation,  or the  maintaining  in effect of any such
     registration or other  qualification  which the Committee  shall,  upon the
     advice of counsel,  deem  necessary or advisable;  and (iii)  Obtaining any
     other consent,  approval,  or permit from any state or federal governmental
     agency which the Committee  shall,  after  receiving the advice of counsel,
     determine to be necessary or advisable.  (b) Nothing  contained in the Plan
     shall  prevent the Company from adopting  other or additional  compensation
     arrangements for the Participants.

11.  SHARES AVAILABLE.
     Subject to Section 12 below,  the maximum  number of shares of Common Stock
     which may in the aggregate be paid as Stock Retainers pursuant to the Plan,
     is  2,000,000.  Shares  of  Common  Stock  issuable  under  the Plan may be
     authorized and unissued shares of the Company or may be taken from treasury
     shares of the Company or purchased on the open market.


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12.  ADJUSTMENTS. CHANGE OF CONTROL
     (a) In the event  that  there is, at any time  after the Board  adopts  the
     Plan,  any  change  in  corporate  capitalization,  such  as  stock  split,
     combination of shares,  exchange of shares,  warrants or rights offering to
     purchase   Common   Stock  at  a  price  below  its  fair   market   value,
     reclassification,  or recapitalization, or a corporate transaction, such as
     any merger,  consolidation,  separation,  including  a  spin-off,  or other
     extraordinary  distribution  of  stock  or  property  of the  Company,  any
     reorganization  (whether  or  not  such  reorganization  comes  within  the
     definition  of such  term in  Section  368 of the Code) or any  partial  or
     complete   liquidation   of  the   Company   (each  of  the   foregoing   a
     "Transaction"),  in  each  case  other  than  any  such  Transaction  which
     constitutes a Change of Control (as defined below),  (i) the Deferred Stock
     Accounts  shall be  credited  with the  amount  and kind of shares or other
     property which would have been received by a holder or the number of shares
     of Common  Stock held in such  deferred  Stock  Account  had such shares of
     Common  Stock  been  outstanding  as  of  the  effectiveness  of  any  such
     Transaction,  (ii) the number and kind of shares or other property  subject
     to the plan  shall  likewise  be  appropriately  adjusted  to  reflect  the
     effectiveness  of any  such  Transaction  and  (iii)  the  Committee  shall
     appropriately adjust any other relevant provisions of the plan and any such
     modification  by the  Committee  shall be  binding  and  conclusive  on all
     persons.
     (b) If  the  shares  of  Common  Stock   credited  to  the  Deferred  Stock
     Accounts  are  converted  pursuant to Section  12(a) into  another  form of
     property, references in the Plan to the Common Stock shall be deemed, where
     appropriate,  to refer to such  other  form of  property,  with such  other
     modifications as may be required for the Plan to operate in accordance with
     its purposes.
     (c) In lieu of the adjustment  contemplated  by Section 12(a), in the event
     of a Change of Control, the following shall occur on the date of the Change
     of  Control,  (i) the  shares of Common  Stock  held in each  Participant's
     Deferred  Stock Account shall be deemed to be issued and  outstanding as of
     the Change of Control;  (ii) the Company  shall  forthwith  deliver to each
     Participant  who has a Deferred  Stock  Account all of the shares of Common
     Stock or any  other  property  held in such  Participant's  Deferred  Stock
     Account; and (iii) the Plan shall be terminated.
     (d) For  purposes  of this Plan,  Change of  Control  shall mean any of the
     following events:
     (i) The acquisitions by any individual, entity of group (within the meaning
     of Section13 (d) (3) or 14(d)(2) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act") (a "Person") of beneficial  ownership  (within
     the meaning of Rule 13d-3  promulgated  under the  Exchange  Act) of 20% or
     more of either
     (a) the  then  outstanding  shares  of  Common  Stock of the  Company  (the
     "Outstanding Company Common Stock") or
     (b) the combined voting power of the then outstanding  voting securities of
     the Company  entitled to vote  generally in the election of directors  (the
     "Outstanding  Company  Voting  Securities),  provided,  however,  that  the
     following  acquisitions  shall not constitute a Change of Control:  (a) any
     acquisition  directly from the Company  (excluding an acquisition by virtue
     of the exercise of a  conversion  privilege  unless the  security  being so
     converted  was  itself  acquired  directly  from  the  Company),   (b)  any
     acquisition by the Company,  (c) any  acquisition  by any employee  benefit
     plan (or  related  trust)  sponsored  or  maintained  by the Company or any
     corporation  controlled  by the  Company  or  (d)  any  acquisition  by any
     corporation  pursuant to a  reorganization,  merger or  consolidation,  if,
     following  such  reorganization,  merger or  consolidation,  the conditions
     described in clauses  (a),  (b) and (c) of paragraph  (iii) of this Section
     12(d) are satisfied; or


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     (ii)individuals  who,  as of the  date  hereof,  constitute  the  Board  of
     Directors  of the Company  (the  "Board"  and, as of the date  hereof,  the
     "Incumbent Board") cease for any reason to constitute at lest a majority of
     the  Board;  provided,  however,  that any  individual  becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     the Company's shareholders, was approved by a vote of a least a majority of
     the directors them  comprising  the Incumbent  Board shall be considered as
     though such individual were a member of the Incumbent  Board, by excluding,
     for this purpose,  any such individual  whose initial  assumption of office
     occurs as a result of either an actual or threatened  election  contest (as
     such terms are used in Rule 14a-11 or Regulation 14A promulgated  under the
     Exchange  Act) or other actual or  threatened  solicitations  or proxies or
     comments  by or on  behalf  of a  Person  other  than the  Board;  or
     (iii)  Approval  by the  shareholders of the  Company of a  reorganization,
     merger,  binding share exchange or consolidation,  unless,  following such,
     reorganization, merger, binding share exchange or consolidation
     (a) more than 60% of,  respectively,  the then outstanding shares of common
     stock  of the  corporation  resulting  from  such  reorganization,  merger,
     binding share exchange or  consolidation  and the combined  voting power of
     the then outstanding voting securities of such corporation entitled to vote
     generally in the election of directors is then beneficially owned, directly
     or indirectly,  by all or substantially all of the individuals and entities
     immediately prior to such reorganization, merger, binding share exchange or
     consolidation  in  substantially  the same  proportions as their ownership,
     immediately prior to such reorganization, merger, binding share exchange or
     consolidation,  of the  Outstanding  Company  Common Stock and  Outstanding
     Company Voting Securities, as the case may be,
     (b) no person (excluding the Company, and employee benefit plan (or related
     trust)  of  the   Company   or  such   corporation   resulting   from  such
     reorganization,  merger,  binding share exchange or  consolidation  and any
     Person  beneficially  owning,  immediately  prior  to such  reorganization,
     merger,  binding share exchange or  consolidation,  directly or indirectly,
     20% or more of the Outstanding  Company Common Stock or Outstanding Company
     Voting  Securities,  as the case may be)  beneficially  owns,  directly  or
     indirectly,  20% or more of,  respectively,  the then outstanding shares of
     common stock of the corporation resulting from such reorganization, merger,
     binding share exchange or consolidation or the combined voting power of the
     then outstanding  voting  securities of such  corporation  entitled to vote
     generally in the election of directors and
     (c) at least a majority  of the  members of the board of  directors  of the
     corporation  resulting  from such  reorganization,  merger,  binding shares
     exchange or consolidation  were member s of the Incumbent Board at the time
     of  the   execution   of  the   initial   agreement   providing   for  such
     reorganization,  merger, binding shares exchange or consolidation;  or (iv)
     Approval  by the  shareholders  of the  Company  of (b) the  sale or  other
     disposition of all or substantially all of the assets of the Company, other
     than to a corporation,  with respect to which  following such sale or other
     disposition,  (x) more  than  60% of,  respectively,  the then  outstanding
     shares of common stock of such corporation and the combined voting power of
     the then outstanding voting securities of such corporation entitled to vote
     generally in the election of directors is then beneficially owned, directly
     or indirectly,  by all or substantially  all of the individuals an entities
     who were the beneficial owners,  respectively,  of the Outstanding  Company
     Common Stock and Outstanding Company Voting Securities immediately prior to
     such sale or other  disposition  in  substantially  the same  proportion as
     their ownership,  immediately prior to such sale or other  disposition,  of
     the  Outstanding  Company  Common  Stock  and  Outstanding  Company  Voting
     Securities, as the case my be, (y) no Person (excluding the Company and any
     employee benefit plan (or related trust) of the Company or such corporation
     and person  beneficially  owns,  directly  of  indirectly,  20% or more of,
     respectively,   the  then  outstanding  shares  of  common  stock  of  such
     corporation  and the combined voting power of the then  outstanding  voting
     securities of such  corporation  were members or the Incumbent Board at the
     time of the  execution  of the  initial  agreement  or  action of the Board
     providing for such sale or other disposition of assets of the Company.


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13.  ADMINISTRATION; AMENDMENT AND TERMINATION
     (a) The Plan shall be administered  by a committee  consisting of the Board
     ("Committee")  or by a committee of the Board,  consisting  of at least two
     Directors  elected  by the Board who shall be  Non-Employee  Directors,  as
     defined in Rule 16b-3 under the Exchange Act. The Committee shall have full
     authority to construe  and  interpret  the Plan,  to  establish,  amend and
     rescind rules and  regulations  relating to the Plan,  and to take all such
     actions and make all such  determinations in connection with the Plan as it
     may deem  necessary or desirable.  (b) The Board may from time to time make
     such  amendments  to the Plan,  including  to  preserve  or come within any
     exemption for liability under Section 16(b) of the Securities  Exchange Act
     1934, as amended (the "Exchange Act") as it may deem proper and in the best
     interest of the Company  without any further  approval  from the  Company's
     shareholders,  provided  that, to the extent  required under Utah law or to
     qualify  transactions  under  the  Plan  for  exemption  under  Rule  16b-3
     promulgated  under the  Exchange  Act,  no  amendment  to the Plan shall be
     adopted  without  further  approval  of  the  Company's  stockholders  and,
     provided,  further,  that if and to the  extent  required  for the  Plan to
     comply with Rule 16b-3  promulgated under the Exchange Act, no amendment to
     the Plan shall be made more than once in any six-month period other than to
     comport with changes in the Internal Revenue Code of 1986, as amended,  the
     Employee  Retirement  Income  Security  Act of  1974,  as  amended,  or the
     regulations  there under.  (c) The Board may terminate the Plan at any time
     by a vote of a majority of the members thereof.

14.  MISCELLANEOUS
     (a)  Nothing in the Plan shall be deemed to create  any  obligation  on the
     part of the Board to nominate a Director for  reelections  by the Company's
     shareholder  or to limit the  rights  of the  shareholders  to  remove  any
     Director.  (b) The Company  shall have the right to  require,  prior to the
     issuance  or  make  arrangements  satisfactory  to the  Committee  for  the
     withholding of any taxes required by the law to be withheld with respect to
     the issuance or delivery of such shares,  including  without  limitation by
     the  withholding of shares that would  otherwise be so issued or delivered,
     by withholding  from any other payment due to the  Participant,  or by cash
     payment to the Company by the Participant.

15.  GOVERNING LAW
     The Plan and all  actions  taken  there  under  shall  be  governed  by and
     construed in accordance with the laws of the State of Utah.


     Steve Flechner, President
     North Lily Mining Company
     November 20, 2000