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                                                                    Exhibit 4.31


                         PINE VALLEY MINING CORPORATION
                                 (THE "COMPANY")

                      AMENDED & RESTATED SHARE OPTION PLAN

                        DATED FOR REFERENCE JULY 14, 2004


                                    ARTICLE 1
                           PURPOSE AND INTERPRETATION

PURPOSE

1.1 The purpose of this Plan will be to advance the interests of the Company by
encouraging equity participation in the Company through the acquisition of
Common Shares of the Company. It is the intention of the Company that this Plan
will at all times be in compliance with the rules and policies of the TSX
Venture Exchange (or "TSX Venture") (the "TSX Venture Policies") and any
inconsistencies between this Plan and the TSX Venture Policies whether due to
inadvertence or changes in TSX Venture Policies will be resolved in favour of
the latter.

DEFINITIONS

1.2 In this Plan:

AFFILIATE means a company that is a parent or subsidiary of the Company, or that
is controlled by the same entity as the Company;

ASSOCIATE has the meaning assigned by the Securities Act;

BOARD means the board of directors of the Company or any committee thereof duly
empowered or authorized to grant options under this Plan;

CHANGE OF CONTROL includes situations where after giving effect to the
contemplated transaction and as a result of such transaction:

(i) any one Person holds a sufficient number of voting shares of the Company or
resulting company to affect materially the control of the Company or resulting
company, or,

(ii) any combination of Persons, acting in concert by virtue of an agreement,
arrangement, commitment or understanding, hold in total a sufficient number of
voting shares of the Company or its successor to affect materially the control
of the Company or its successor,

where such Person or combination of Persons did not previously hold a sufficient
number of voting shares to affect materially control of the Company or its
successor. In the absence of evidence to the contrary, any Person or combination
of Persons acting in concert by virtue of an agreement, arrangement, commitment
or understanding, holding more than 20% of the voting


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shares of the Company or its successor is deemed to materially affect the
control of the Company or its successor;

COMMON SHARES means common shares without par value in the capital of the
Company providing such class is listed on the TSX Venture;

COMPANY means the Corporation named at the top hereof and includes, unless the
context otherwise requires, all of its subsidiaries or affiliates and successors
according to law;

CONSULTANT means a Person or Consultant Company, other than an Employee, Officer
or Director that:

(i) provides on an ongoing bona fide basis, consulting, technical, managerial or
like services to the Company or an Affiliate of the Company, other than services
provided in relation to a Distribution;

(ii) provides the services under a written contract between the Company or an
Affiliate and the Person or the Consultant Company;

(iii) in the reasonable opinion of the Company, spends or will spend a
significant amount of time and attention on the business and affairs of the
Company or an Affiliate of the Company; and

(iv) has a relationship with the Company or an Affiliate that enables the Person
or Consultant Company to be knowledgeable about the business and affairs of the
Company;

CONSULTANT COMPANY means for a Person consultant, a company or partnership of
which the Person is an employee, shareholder or partner;

DIRECTORS means the directors of the Company as may be elected from time to
time;

DISCOUNTED MARKET PRICE has the meaning assigned by Policy 1.1 of the TSX
Venture Policies;

DISINTERESTED SHAREHOLDER APPROVAL means approval by a majority of the votes
cast by all the Company's shareholders at a duly constituted shareholders'
meeting, excluding votes attached to shares beneficially owned by Service
Providers or their Associates;

DISTRIBUTION has the meaning assigned by the Securities Act, and generally
refers to a distribution of securities by the Company from treasury;

EFFECTIVE DATE for an Option means the date of grant thereof by the Board;

EMPLOYEE means:

(i) a Person who is considered an employee under the Income Tax Act (i.e. for
whom income tax, employment insurance and CPP deductions must be made at
source);


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(ii) a Person who works full-time for the Company or its subsidiary providing
services normally provided by an employee and who is subject to the same control
and direction by the Company over the details and methods of work as an employee
of the Company, but for whom income tax deductions are not made at source; or

(iii) a Person who works for the Company or its subsidiary on a continuing and
regular basis for a minimum amount of time per week providing services normally
provided by an employee and who is subject to the same control and direction by
the Company over the details and methods of work as an employee of the Company,
but for whom income tax deductions need not be made at source;

EXERCISE PRICE means the amount payable per Common Share on the exercise of an
Option, as determined in accordance with the terms hereof,

EXPIRY DATE means the day on which an Option lapses as specified in the Option
Commitment therefor or in accordance with the terms of this Plan;

INSIDER means:

(i) an insider as defined in the TSX Venture Policies or as defined in
securities legislation applicable to the Company;

(ii) an Associate of any person who is an Insider by virtue of Section (i)
above;

INVESTOR RELATIONS ACTIVITIES has the meaning assigned by Policy 1.1 of the TSX
Venture Policies, and means generally any activities or communications that can
reasonably be seen to be intended to or be primarily intended to promote the
merits or awareness of or the purchase or sale of securities of the Company;

LISTED SHARES means the number of issued and outstanding shares of the Company
that have been accepted for listing on the TSX Venture, but excluding dilutive
securities not yet converted into Listed Shares;

MANAGEMENT COMPANY EMPLOYEE means a Person employed by another person or a
corporation providing management services to the Company which are required for
the ongoing successful operation of the business enterprise of the Company, but
excluding a corporation or Person engaged primarily in Investor Relations
Activities;

OFFICER means a duly appointed senior officer of the Company;

OPTION means the right to purchase Common Shares granted hereunder to a Service
Provider;

OPTION COMMITMENT means the notice of grant of an Option delivered by the
Company hereunder to a Service Provider and substantially in the form of
Schedule A hereto;

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OPTIONED SHARES means Common Shares that may be issued in the future to a
Service Provider upon the exercise of an Option;

OPTIONEE means the recipient of an Option hereunder;

OUTSTANDING SHARES means at the relevant time, the number of outstanding Common
Shares of the Company from time to time;

PARTICIPANT means a Service Provider that becomes an Optionee;

PERSON means a company or an individual;

PLAN means this Share Option Plan, the terms of which are set out herein or as
may be amended;

PLAN SHARES means the total number of Common Shares which may be reserved for
issuance as Optioned Shares under the Plan as provided in Section 2.2;

REGULATORY APPROVAL means the approval of the TSX Venture and any other
securities regulatory authority that may have lawful jurisdiction over the Plan
and any Options issued hereunder;

SECURITIES ACT means the Securities Act, R.S.B.C. 1996, c. 418, as amended from
time to time;

SERVICE PROVIDER means a Person who is a bona fide Director, Officer, Employee,
Management Company Employee or Consultant, and also includes a company, of which
100% of the share capital is beneficially owned by one or more Person Service
Providers;

SHARE COMPENSATION ARRANGEMENT means any Option under this Plan but also
includes any other stock option, stock option plan, employee stock purchase plan
or any other compensation or incentive mechanism involving the issuance or
potential issuance of Common Shares to a Service Provider;

SHAREHOLDERS APPROVAL means approval by a majority of the votes cast by eligible
shareholders at a duly constituted shareholders' meeting;

TSX VENTURE means the TSX Venture Exchange and any successor thereto; and

TSX VENTURE POLICIES means the rules and policies of the TSX Venture as amended
from time to time.

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                                    ARTICLE 2
                                SHARE OPTION PLAN

ESTABLISHMENT OF SHARE OPTION PLAN

2.1 There is hereby established a Share Option Plan to recognize contributions
made by Service Providers and to create an incentive for their continuing
assistance to the Company and its Affiliates. Unless otherwise agreed by the
holders thereof, any share options granted by the Company before the date of
this Plan, are not included hereunder or affected hereby.

MAXIMUM PLAN SHARES

2.2 The maximum aggregate number of Plan Shares that may be reserved for
issuance under the Plan is equal to 10% of the issued and outstanding Common
Shares at the time of the Option grant, unless this Plan is amended pursuant to
the requirements of the TSX Venture Policies.

ELIGIBILITY

2.3 Options to purchase Common Shares may be granted hereunder to Service
Providers from time to time by the Board. Service Providers that are corporate
entities will be required to undertake in writing not to effect or permit any
transfer of ownership or option of any of its shares, nor issue more of its
shares (so as to indirectly transfer the benefits of an Option), as long as such
Option remains outstanding, unless the written permission of the TSX Venture and
the Company is obtained.

OPTIONS GRANTED UNDER THE PLAN

2.4 All Options granted under the Plan will be evidenced by an Option Commitment
in the form attached as Schedule A, showing the number of Optioned Shares, the
term of the Option, a reference to vesting terms, if any, and the Exercise
Price.

2.5 Subject to specific variations approved by the Board, all terms and
conditions set out herein will be deemed to be incorporated into and form part
of an Option Commitment made hereunder.

LIMITATIONS ON ISSUE

2.6 Subject to Section 2.9, the following restrictions on issuances of Options
are applicable under the Plan:

(a) no Service Provider can be granted an Option if that Option would result in
the total number of Options, together with all other Share Compensation
Arrangements granted to such Service Provider in the previous 12 months,
exceeding 5% of the Listed Shares (unless the Company is classified as a Tier 1
Issuer by the TSX Venture and has obtained Disinterested Shareholder Approval
under Section 2.9(a)(iii) to do so);

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(b) no Options can be granted under the Plan if the Company is designated
"Inactive" (as defined in TSX Venture Policies) by the TSX Venture;

(c) the aggregate number of Options granted to Service Providers conducting
Investor Relations Activities in any 12-month period must not exceed 2% of the
Listed Shares, calculated at the time of grant, without the prior consent of TSX
Venture; and

(d) the aggregate number of options granted to any one Consultant in any
12-month period must not exceed 2% of the Listed Shares, calculated at the time
of grant, without the prior consent of TSX Venture.

OPTIONS NOT EXERCISED

2.7 In the event an Option granted under the Plan expires unexercised or is
terminated by reason of dismissal of the Optionee for cause or is otherwise
lawfully cancelled prior to exercise of the Option, the Optioned Shares that
were issuable thereunder will be returned to the Plan and will be eligible for
re-issue.

POWERS OF THE BOARD

2.8 The Board will be responsible for the general administration of the Plan and
the proper execution of its provisions, the interpretation of the Plan and the
determination of all questions arising hereunder. Without limiting the
generality of the foregoing, the Board has the power to

(a) allot Common Shares for issuance in connection with the exercise of Options;

(b) grant Options hereunder;

(c) subject to Regulatory Approval, amend, suspend, terminate or discontinue the
Plan, or revoke or alter any action taken in connection therewith, except that
no general amendment or suspension of the Plan will, without the written consent
of all Optionees, alter or impair any Option previously granted under the Plan
unless as a result of a change in TSX Venture Policies or the Company's tier
classification thereunder;

(d) delegate all or such portion of its powers hereunder as it may determine to
one or more committees of the Board, either indefinitely or for such period of
time as it may specify, and thereafter each such committee may exercise the
powers and discharge the duties of the Board in respect of the Plan so delegated
to the same extent as the Board is hereby authorized so to do; and

(e) may in its sole discretion amend this Plan (except for previously granted
and outstanding Options) to reduce the benefits that may be granted to Service
Providers (before a particular Option is granted) subject to the other terms
hereof.

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TERMS OR AMENDMENTS REQUIRING DISINTERESTED SHAREHOLDER APPROVAL

2.9 The Company will be required to obtain Disinterested Shareholder Approval
prior to any of the following actions becoming effective:

(a) the Plan, together with all of the Company's previously established and
outstanding stock option plans or grants, could result at any time in:

      (i) the aggregate number of shares reserved for issuance under stock
      options granted to Insiders exceeding 10% of the Listed Shares;

      (ii) the number of Optioned Shares issued to Insiders within a one-year
      period exceeding 10% of the Listed Shares; or,

      (iii) in the case of a Tier 1 Issuer only, the issuance to any one
      Optionee, within a 12-month period, of a number of shares exceeding 5% of
      Listed Shares; or

(b) any reduction in the Exercise Price of an Option previously granted to an
Insider.


                                    ARTICLE 3
                         TERMS AND CONDITIONS OF OPTIONS

EXERCISE PRICE

3.1 The Exercise Price of an Option will be set by the Board at the time such
Option is allocated under the Plan, and cannot be less than the Discounted
Market Price.

TERM OF OPTION

3.2 The term of each Option will be determined by the Board, provided that an
Option can be exercisable for a maximum of 10 years from the Effective Date for
a Tier 1 Company, or five years from the Effective Date for a Tier 2 Company.

OPTION AMENDMENT

3.3 Subject to Section 2.9(b), the Exercise Price of an Option may be amended
only if at least six (6) months have elapsed since the later of the date of
commencement of the term of the Option, the date the Company's shares commenced
trading on the TSX Venture, or the date of the last amendment of the Exercise
Price.

3.4 An Option must be outstanding for at least one year before the Company may
extend its term, subject to the limits contained in Section 3.2.

3.5 Any proposed amendment to the terms of an Option must be approved by the TSX
Venture prior to the exercise of such Option.

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VESTING OF OPTIONS

3.6 Subject to Section 3.7, vesting of Options is otherwise at the discretion of
the Board, and will generally be subject to:

(a) the Service Provider remaining employed by or continuing to provide services
to the Company or any of its subsidiaries and Affiliates as well as, at the
discretion of the Board, achieving certain milestones which may be defined by
the Board from time to time or receiving a satisfactory performance review by
the Company or its subsidiary or affiliate during the vesting period; or

(b) remaining as a Director of the Company or any of its subsidiaries or
Affiliates during the vesting period.

3.7 If the Company is a Tier 2 Issuer and the Plan Shares exceed 10% of the
Listed Shares, then any Options granted under the Plan will vest in accordance
with the vesting schedule attached as Schedule B and may be exercised only after
vesting.

VESTING OF OPTIONS GRANTED FOR INVESTOR RELATIONS ACTIVITIES

3.8 Subject to Section 3.7, Options granted to Consultants conducting Investor
Relations Activities will vest:

(a) over a period of not less than 12 months as to 25% on the date that is three
months from the date of grant, and a further 25% on each successive date that is
three months from the date of the previous vesting; or

(b) such longer vesting period as the Board may determine.

VARIATION OF VESTING PERIODS

3.9 At the time an Option is granted which carries vesting provisions, the Board
may vary such vesting provisions provided in Section 3.7 and Section 3.8,
subject to Regulatory Approval.

OPTIONEE CEASING TO BE DIRECTOR, EMPLOYEE OR SERVICE PROVIDER

3.10 No Option may be exercised after the Service Provider has left the
employ/office or has been advised his services are no longer required or his
service contract has expired, except as follows:

(a) in the case of the death of an Optionee, any vested Option held by him at
the date of death will become exercisable by the Optionee's lawful personal
representatives, heirs or executors until the earlier of one year after the date
of death of such Optionee and the date of expiration of the term otherwise
applicable to such Option;

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(b) Options granted to any Service Provider must expire within 30 days after the
date the Optionee ceases to be employed with or provide services to the Company,
but only to the extent that such Optionee was vested in the Option at the date
the Optionee ceased to be so employed or to provide services to the Company; and

(c) in the case of an Optionee being dismissed from employment or service for
cause, such Optionee's Options, whether or not vested at the date of dismissal
will immediately terminate without right to exercise same.

NON ASSIGNABLE

3.11 Subject to Section 3.10(a), all Options will be exercisable only by the
Optionee to whom they are granted and will not be assignable or transferable.

ADJUSTMENT OF THE NUMBER OF OPTIONED SHARES

3.12 The number of Common Shares subject to an Option will be subject to
adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date
hereof, at any time while an Option is in effect, into a greater number of
Common Shares, the Company will thereafter deliver at the time of purchase of
Optioned Shares hereunder, in addition to the number of Optioned Shares in
respect of which the right to purchase is then being exercised, such additional
number of Common Shares as result from the subdivision without an Optionee
making any additional payment or giving any other consideration therefor;

(b) in the event of a consolidation of the Common Shares as constituted on the
date hereof, at any time while an Option is in effect, into a lesser number of
Common Shares, the Company will thereafter deliver and an Optionee will accept,
at the time of purchase of Optioned Shares hereunder, in lieu of the number of
Optioned Shares in respect of which the right to purchase is then being
exercised, the lesser number of Common Shares as result from the consolidation;

(c) in the event of any change of the Common Shares as constituted on the date
hereof, at any time while an Option is in effect, the Company will thereafter
deliver at the time of purchase of Optioned Shares hereunder the number of
shares of the appropriate class resulting from the said change as an Optionee
would have been entitled to receive in respect of the number of Common Shares so
purchased had the right to purchase been exercised before such change;

(d) in the event of a capital reorganization, reclassification or change of
outstanding equity shares (other than a change in the par value thereof) of the
Company, a consolidation, merger or amalgamation of the Company with or into any
other company or a sale of the property of the Company as or substantially as an
entirety at any time while an Option is in effect, an Optionee will thereafter
have the right to purchase and receive, in lieu of the Optioned Shares
immediately theretofore purchasable and receivable upon the exercise of the
Option, the kind and amount of share and other securities and property
receivable upon such capital reorganization, reclassification, change,
consolidation, merger, amalgamation or sale which the


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holder of a number of Common Shares equal to the number of Optioned Shares
immediately theretofore purchasable and receivable upon the exercise of the
Option would have received as a result thereof. The subdivision or consolidation
of Common Shares at any time outstanding (whether with or without par value)
will not be deemed to be a capital reorganization or a reclassification of the
capital of the Company for the purposes of this Section 3.12(d);

(e) an adjustment will take effect at the time of the event giving rise to the
adjustment, and the adjustments provided for in this Section are cumulative;

(f) the Company will not be required to issue fractional shares in satisfaction
of its obligations hereunder. Any fractional interest in a Common Share that
would except for the provisions of this Section 3.12(f), be deliverable upon the
exercise of an Option will be cancelled and not be deliverable by the Company;
and

(g) if any questions arise at any time with respect to the Exercise Price or
number of Optioned Shares deliverable upon exercise of an Option in any of the
events set out in this Section 3.12, such questions will be conclusively
determined by the Company's auditors, or, if they decline to so act, any other
firm of Chartered Accountants, in Vancouver, British Columbia (or in the city of
the Company's principal executive office) that the Company may designate and who
will have access to all appropriate records and such determination will be
binding upon the Company and all Optionees.


                                    ARTICLE 4
                       COMMITMENT AND EXERCISE PROCEDURES

OPTION COMMITMENT

4.1 Upon grant of an Option hereunder, an authorized officer of the Company will
deliver to the Optionee an Option Commitment detailing the terms of such Options
and upon such delivery the Optionee will be subject to the Plan and have the
right to purchase the Optioned Shares at the Exercise Price set out therein
subject to the terms and conditions hereof.

MANNER OF EXERCISE

4.2 An Optionee who wishes to exercise his Option may do so by delivering:

(a) a written notice to the Company specifying the number of Optioned Shares
being acquired pursuant to the Option; and

(b) cash or a certified cheque payable to the Company for the aggregate Exercise
Price for the Optioned Shares being acquired.

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DELIVERY OF CERTIFICATE AND HOLD PERIODS

4.3 As soon as practicable after receipt of the notice of exercise described in
Section 4.2 and payment in full for the Optioned Shares being acquired, the
Company will direct its transfer agent to issue a certificate to the Optionee
for the appropriate number of Optioned Shares. Such certificate issued will bear
a legend stipulating any resale restrictions required under applicable
securities laws. Further, if the Company is a Tier 2 Issuer, or the Exercise
Price is set below the then current market price of the Common Shares on the TSX
Venture, the certificate will also bear a legend stipulating that the Optioned
Shares are subject to a four-month TSX Venture hold period commencing the date
of the Option Commitment.


                                    ARTICLE 5
                                     GENERAL

EMPLOYMENT AND SERVICES

5.1 Nothing contained in the Plan will confer upon or imply in favour of any
Optionee any right with respect to office, employment or provision of services
with the Company, or interfere in any way with the right of the Company to
lawfully terminate the Optionee's office, employment or service at any time
pursuant to the arrangements pertaining to same. Participation in the Plan by an
Optionee will be voluntary.

NO REPRESENTATION OR WARRANTY

5.2 The Company makes no representation or warranty as to the future market
value of Common Shares issued in accordance with the provisions of the Plan or
to the effect of the Income Tax Act (Canada) or any other taxing statute
governing the Options or the Common shares issuable thereunder or the tax
consequences to a Service Provider. Compliance with applicable securities laws
as to the disclosure and resale obligations of each Participant is the
responsibility of such Participant and not the Company.

INTERPRETATION

5.3 The Plan will be governed and construed in accordance with the laws of the
Province of British Columbia.

AMENDMENT OF THE PLAN

5.4 The Board reserves the right, in its absolute discretion, to at any time
amend, modify or terminate the Plan with respect to all Common Shares in respect
of Options which have not yet been granted hereunder. Any amendment to any
provision of the Plan will be subject to any necessary Regulatory Approvals
unless the effect of such amendment is intended to reduce (but not to increase)
the benefits of this Plan to Service Providers.

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                                   SCHEDULE A

                                SHARE OPTION PLAN

                                OPTION COMMITMENT


Notice is hereby given that, effective this - day of -, 200- (the "Effective
Date") Pine Valley Mining Corporation (the "Company") has granted to - (the
"Service Provider"), an Option to acquire - Common Shares ("Optioned' Shares")
up to 5:00 p.m. Vancouver Time on the - day of -, 200- (the "Expiry Date") at a
Exercise Price of Cdn$- per share.

At the date of grant of the Option, the Company is classified as a Tier -
company under TSX Venture Policies.

Optioned Shares will vest and may be exercised as follows:

- in accordance with the vesting provisions set out in Schedule B of the Plan

or

- as follows: -

The grant of the Option evidenced hereby is made subject to the terms and
conditions of the Company's Share Option Plan, the terms and conditions of which
are hereby incorporated herein.

To exercise your Option, deliver a written notice specifying the number of
Optioned Shares you wish to acquire, together with cash or a certified cheque
payable to the Company for the aggregate Exercise Price, to the Company. A
certificate for the Optioned Shares so acquired will be issued by the transfer
agent as soon as practicable thereafter and will bear a minimum four month
non-transferability legend from the date of this Option Commitment. [A Tier 1
Company may grant stock options without a hold period, provided the exercise
price of the options is set at or above the market price of the Company's shares
rather than below.]

The Company and the Service Provider represent that the Service Provider under
the terms and conditions of the Plan is a bona fide [EMPLOYEE/
CONSULTANT/MANAGEMENT COMPANY EMPLOYEE] - of the Company, entitled to receive
Options under TSX Venture Exchange Policies.

PINE VALLEY MINING CORPORATION


-------------------------------
Authorized Signatory


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                                   SCHEDULE B

                                SHARE OPTION PLAN

                                VESTING SCHEDULE

1. Options granted pursuant to the Plan to Directors, Officers and all Employees
employed by the Company for a period of more than six months at the time the
Option is granted will vest as follows:

(a) 1/3 of the total number of Options granted will vest six months after the
date of grant;

(b) a further 1/3 of the total number of Options granted will vest one year
after the date of grant; and

(c) the remaining 1/3 of the total number of Options granted will vest eighteen
months after the date of grant.

2. Options granted pursuant to the Plan to an Employee who has been employed by
the Company for a period of less than six months at the time the Option is
granted will vest as follows:

a) 1/3 of the total number of Options granted will vest one year after the date
of grant;

b) a further 1/3 of the total number of Options granted will vest eighteen
months after the date of grant; and

c) the remaining 1/3 of the total number of Options granted will vest two years
after the date of grant.

3. Options granted to Consultants retained by the Company pursuant to a short
term contract or for a specific project with a finite term, will be subject to
such vesting provisions determined by the Board of Directors of the Company at
the time the Option Commitment is made, subject to Regulatory Approval.