Exhibit 4.1

                    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.