EXHIBIT 4.1  










ELDORADO GOLD CORPORATION 




AMENDED STOCK OPTION PLAN 

(May 31, 2000)  






1.        Purpose
of the Plan: The purpose of this Stock Option Plan (the                “Plan”)
is to assist Eldorado Gold Corporation (the                “Company”) in
attracting, retaining and motivating directors,                officers, employees,
consultants and advisors of the company and of its                subsidiary and
associated companies and to closely align the personal interests                of such
directors, officers and employees with those of the shareholders by
               providing them with the opportunity, through options, to acquire Common
Shares                in the capital of the Corporation.  



2.        Implementation:
The grant and exercise of any options under the Plan are                subject to
compliance with the applicable requirements of each stock exchange on
               which the shares of the Company are or become listed and of any
governmental                authority or regulatory body to which the Company is subject.  



3.        Administration: The
Plan shall be administered by the board of directors                of the Company (the
“Board”) which shall, without limitation, have                full and final
authority in its discretion, but subject to the express                provisions of the
Plan, to interpret the Plan, to prescribe, amend and rescind                rules and
regulations relating to it and to make all other determinations deemed
               necessary or advisable for the administration of the Plan, including
without                limitation, for the purpose of ensuring compliance with Section 10
hereof. The                Board may delegate any or all of its authority with respect to
the                administration of the Plan and any or all of the rights, powers and
discretion                with respect to the Plan granted to it under this Plan to the
Executive                Committee or such other committee of directors of the Company as
the board of                directors may designate. Upon any such delegation the
Executive Committee or                other committee of directors, as the case may be,
as well as the Board, shall be                entitled to exercise any or all of such
authority, rights, powers and discretion                with respect to the Plan. When
used in the context of this Plan                “Board” shall be deemed to
include the Executive Committee or other                committee of directors acting on
behalf of the board of directors.  



4.        Number
of Shares Under Plan: A maximum of up to 10,200,000 Common Shares                of
the Company (the “Optioned Shares”) shall be reserved, set aside
               and made available for issue under and in accordance with the Plan
provided that                in no event shall options be granted entitling any single
individual to purchase                in excess of five percent of the then outstanding
shares in the Company. If                option rights granted to an individual under the
Plan shall expire or terminate                for any reasons without having been
exercised in respect of certain Optioned                Shares, such Optioned Shares may
be made available for other options to be                granted under the Plan. [This
section 4 amendment approved by members                resolutions: June 5, 1995, to
increase maximum number of shares from 1,180,000                to 2,000,000; June 27,
1996 to increase maximum number from 2,000,000 to                8,000,000; and May 31,
2000, to increase maximum number from 8,000,000 to                10,200,000.] 



5.        Limits
with respect to Insiders:  



	(a)  	  	The
maximum number of Common Shares which may be reserved for issuance to
               Insiders under the Plan shall be 10% of the Common Shares outstanding at
the                time of the grant (on a non-diluted basis) less the aggregate number
of Common                Shares reserved for issuance to Insiders under any other
options.  




































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          	(b) 	  	
               The maximum number of Common Shares which may be issued to Insiders under the
               Plan within a one-year period shall be 10% of the Common Shares outstanding at
               the time of issuance (on a non-diluted basis), excluding Common Shares issued
               under the Plan or any other options over the preceding one year period. The
               maximum number of Common Shares which may be issued to any one Insider under the
               Plan within a one year period shall be 5% of the Common Shares outstanding at
               the time of the issuance (on a non-diluted basis), excluding Common Shares
               issued to such Insider under the Plan or any other options over the preceding
               one year-period. 



               



          	(c) 	  	
               Any entitlement to acquire Common Shares granted pursuant to the Plan or any
               other options prior to the grantee becoming an Insider shall be excluded for the
               purpose of the limits set out in (b) and (c) above. 



               



6.        Eligibility:
Options may be granted under the Plan to any person who is a                full-time or
part-time director, officer or full time or part-time employee or
               consultant or advisor of the Company or of its subsidiary or associated
               companies as the Board may from time to time designate as a participant (a
               “Participant”) under the Plan. The majority of the persons
eligible                for participation in the Plan may be directors or officers of the
Company.                Subject to the provisions of this Plan, the total number of
Optioned Shares to                be made available under the Plan and to each
Participant, the time or times and                price or prices at which options shall
be granted, the time or times at which                such options are exercisable, and
any conditions or restrictions on the exercise                of options, shall be the
full and final decision of the Board.  



7.         Terms
and Conditions: 



          	(a) 	  	
               Exercise Price: The exercise price to each Participant for each Optioned
               Share shall be as determined by the Board, but shall in no event be less than
               the closing price of the Common Shares of the company on the The Toronto Stock
               Exchange on the last business day before the date on which the option is
               granted. If no Common Shares of the Company traded on such day, then the
               exercise price shall be the average of the “bid” and “asked”
               prices for such Common Shares of the Company on the The Toronto Stock Exchange
               on such day. 



               



          	(b) 	  	
               Option Agreement: All options shall be granted under the Plan by means of
               an agreement (the “Option Agreement”) between the Company and each
               Participant in the form as may be approved by the Board, such approval to be
               conclusively evidenced by the execution of the Option Agreement by any one
               director or officer of the Company. 



               



          	(c) 	  	
               Length of Grant: All options granted under the Plan shall expire not
               later than the tenth anniversary of the date such options were granted. 



               



          	(d) 	  	
               Non-Assignability of Options: An option granted under the Plan shall not
               be transferable or assignable (whether absolutely or by way of mortgage, pledge
               or other charge) by a Participant other than by will or other testamentary
               instrument or the laws of succession and may b exercisable during the lifetime
               of the Participant and only by the Participant. 



               

























































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          	(e) 	  	
               Vesting of Options: Without restricting the authority of the Board in
               respect of the terms of options to be granted hereunder, the Board may at is
               discretion, in respect of any such option, provide that the right to exercise
               such option will vest in installments over the life of the option, with the
               option being fully-exercisable only when such required time period or periods
               have elapsed. Subject to the foregoing, each Participant, upon becoming entitled
               to exercise the option in respect of any Optioned Shares in accordance with the
               Option Agreement, shall be entitled to exercise the option to purchase such
               Optioned Shares at any time prior to the expiration or other termination of the
               Option Agreement. 



               



          	(f) 	  	
               Exercise and Payment: Any option granted under the Plan may be exercised
               by a Participant, or in the case of death, disability or illness, the legal
               representative of a Participant giving notice to the Company specifying the
               number of shares in respect of which such option is being exercised, accompanied
               by payment (by cash or certified cheque payable to the Company) of the entire
               exercise price (determined in accordance with the Option Agreement) for the
               number of shares specified in the notice. Upon any such exercise of an option by
               a Participant the Company shall cause the transfer agent and registrar of the
               Common Shares of the Company to promptly deliver to such Participant or the
               legal representative of such Participant, as the case may be, a share
               certificate in the name of such Participant or the legal representative of such
               Participant, as the case may be, representing the number of shares specified in
               the notice. 



               



          	(g) 	  	
               Rights to Participants: The Participants shall no rights as shareholders
               in respect to any of the Optioned Shares (including, without limitation, any
               right to receive dividends or other distributions, voting rights, warrants or
               rights under any rights offering) other than Optioned Shares in respect to which
               Participants have exercised their option to purchase and which have been issued
               by the Company. 



               



          	(h) 	  	
               Third Party Offer: If, at any time when an option granted under the Plan
               remains unexercised with respect to any Optioned Shares, an Offer to purchase
               all of the Common Shares of the Company is made by a third party, the Company
               shall use its best efforts to bring such offer to the attention of the
               Participants as soon as practicable and the Company may, at its option, require
               the acceleration of the time for the exercise of the option rights granted under
               the Plan and of the time for the fulfillment of any conditions or restrictions
               on such exercise. 



               



          	(i) 	  	
               Alterations in Shares: In the event of a share dividend, share split,
               issuance of shares or instruments convertible into Common Shares (other than
               pursuant to he Plan) for less than market value, share consolidation, share
               reclassification, exchange of shares, recapitalization, amalgamation, merger,
               consolidation, corporate arrangement, reorganization, liquidation or the like of
               or by the Company, the Board may make such adjustment, if any, of the number of
               Optioned Shares, or of the exercise price, or both, as it shall deemed
               appropriate to give proper effect to such event, including to prevent, to the
               extent possible, substantial dilution or enlargement of rights granted to
               Participants under the Plan. In any such event, the maximum number of shares
               available under the Plan may be appropriately adjusted by the Board. If because
               of a proposed merger, amalgamation or other corporate arrangement or
               reorganization, the exchange or replacement of shares in the Company of those in
               another company is imminent, the Board may, in a fair and equitable manner,
               determine the manner in which all 



               








































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unexercised
option rights granted under the Plan shall be treated including, for example, requiring
the acceleration of the time for the exercise of such rights by the Participants and of
the time for the fulfillment of any conditions or restrictions on such exercise. All
determinations of the Board under this paragraph (6(I) shall be full and final. 






          	(j) 	  	
               Termination, Retirement or Resignation: If a Participant is dismissed as
               an officer, employee, consultant or advisor by the Company or by one of its
               subsidiary or associated companies for cause, or retires or resigns, all
               unexercised option rights of that Participant under the Plan shall immediately
               terminate, notwithstanding the original term of the option granted to such
               Participant under the Plan. The Board will have the discretion to extend the
               expiry date of such options for a period of 30 days from the date of
               termination, retirement or resignation, provided however that such period does
               not extend beyond the original term of the option. 



               



          	(k) 	  	
               Deceased or Disabled Participant: In the event of the death, disability
               or illness of any Participant, the legal representatives of such Participant
               shall have the right for a period of one year from the date of death, disability
               or illness of the Participant to exercise the Participant’s option with
               respect to all of the Optioned Shares of the Participant to the extent they were
               exercisable on the date of death, disability or illness. Upon the expiration of
               such period all unexercised option rights of the Participant shall immediately
               terminate, notwithstanding the original term of the option granted to the
               Participant under the Plan. 



               



	  	
[Amendments
made by directors’ resolution dated December 1, 1994 and March 22, 2000 pursuant to
the authority granted under  section 8 hereof.) 






8.       Amendment
and Discontinuance of Plan: The Board may from time to time           amend or revise
the terms of the Plan or may discontinue the Plan at any time,           provided that no
such action may in any manner adversely affect the rights under           any options
earlier granted to a Participant under the Plan without the consent           of that
Participant. Any amendment or revision to the terms of the Plan which           would:  



	   	(i)	materially
increase the benefits under the Plan;  







	 	(ii)	increase
the number of Optioned Shares which may be issued under the Plan; or  







	 	(iii)	materially
modify the requirements as to the eligibility for participation in           the Plan;  







	  	
shall
be effective only upon the approval of the shareholders of the Company. Any amendment to
any provision of the Plan shall be subject to any necessary approvals of the Toronto Stock
Exchange and any other stock exchange or regulatory body having jurisdiction over the
securities of the Corporation. 






9.       No
Further Rights: Nothing contained in the Plan nor in any option           granted
under this Plan shall give any participant or any other person, any           interest or
title in or to any Common Shares of the Company or any rights as a           shareholder
of the Company or any other legal or equitable right against the           Company other
than as set out in the Plan and pursuant to the exercise of any           option, nor
shall it confer upon the Participants any right to continue as an           employee or
officer or director of the Company or its subsidiaries.  






































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10.      Compliance
with Laws: The obligations of the Company to sell Common           Shares and deliver
share certificates under the Plan are subject to such           compliance by the Company
and the Participants as the Company deems necessary or           advisable with all
applicable corporate and securities laws, rules and           regulations.  



11.      Gender: The
use of the masculine gender in this Plan shall be deemed to           include or be
replaced by the feminine gender where appropriate to the           particular
Participant.