Filed by Automated Filing Services Inc. (604) 609-0244 - Norsemont Mining Inc. - Exhibit 4.2






Exhibit 4.2 

	NORSEMONT MINING INC. 
	AMENDED STOCK OPTION PLAN – 2006 
	 


1.        PURPOSE OF THE
PLAN 

Norsemont Mining Inc. (the "Company") hereby establishes a
stock option plan for directors, officers and Service Providers (as defined
below) of the Company and its subsidiaries, to be known as the " Norsemont
Mining Inc. Stock Option Plan" (the "PIan"). The purpose of the Plan is to give
to directors, officers and Service Providers, as additional compensation, the
opportunity to participate in the profitability of the Company by granting to
such individuals options, exercisable over periods of up to ten years as
determined by the Board of Directors of the Company, to buy shares of the
Company at a price equal to the Market Price (as defined below) prevailing on
the date the option is granted. 

2.        DEFINITIONS


In this PIan, the following terms have the following meanings:


	2.1 	
      "Associate" means an associate as defined in the
      Securities Act.

	 	 	 	 
	2.2 	
      "Board" means the board of directors of the
    Company.

	 	 	 	 
	2.3 	
      "Change of Control" means the acquisition by any person
      or by any person and a Joint Actor, whether directly or indirectly, of
      voting securities (as defined in the Securities Act) of the Company,
      which, when added to all other voting securities of the Company at the
      time held by such person or by such person and a Joint Actor, totals for
      the first time not less than fifty (50%) per cent of the outstanding
      voting securities of the Company or the votes attached to those securities
      are sufficient, if exercised, to elect a majority of the Board of the
      Company.

	 	 	 	 
	2.4 	
      "Company" means Norsemont Mining Inc. and its
      successors.

	 	 	 	 
	2.5 	
      "Consultant" means:

	 	 	 	 
		(c) 	
      any bona fide (as defined in the policies of the TSX
      Venture Exchange) person or company engaged to provide ongoing management
      or consulting services for the Company or for any entity controlled by the
      Company;

	 	 	 	 
		(d) 	
      any bona fide (as defined in the policies of the TSX
      Venture Exchange) person who is providing on going management or
      consulting services to the Company or to any entity controlled by the
      Company indirectly through a company that is a Consultant under subsection
      2.5(a).

	 	 	 	 
			2.6 	
      "Discounted Market Price" of Shares at any Grant Date
      means the date as defined in the policies of the Exchange or if
      applicable, the Toronto Stock Exchange.

	 	 	 	 
	2.7 	
      "Employee" means a bona fide employee as defined in the
      policies of the TSX Venture Exchange.

	 	 	 	 
	2.8 	
      "Exchanges" means the TSX Venture Exchange and, if
      applicable, the Toronto Stock Exchange and any other stock exchange on
      which the Shares are listed.

	 	 	 	 
	2.9 	
      "Expiry Date" means the date set by the Board under
      section 3.1 of the Plan, as the last date on which an Option may be
      exercised.

	 	 	 	 
	2.10 	
      "Grant Date" means the date specified in an Option
      Agreement as the date on which an Option is granted .

	 	 	 	 
	2.11 	
      "Insider" means:








	 	(b) 	
      an insider as defined in the Securities Act (British
      Columbia), other than a person who is an insider solely by virtue of being
      a director or senior officer of a subsidiary of the Company; and

	 	 	 
	 	(b) 	
      an Associate of any person who is an insider under
      subsection (a).




	2.12 	
      "Joint Actor" means a person acting Jointly or in concert
      with" another person as that phrase is interpreted in section 96 of the
      Securities Act.

	 	 	 
	2.13 	
      "Option" means an option to purchase Shares granted
      pursuant to this Plan.

	 	 	 
	2.14 	
      "Option Agreement" means an agreement, in the form
      attached hereto as Schedule "A", whereby the Company grants to an Optionee
      an Option.

	 	 	 
	2.15 	
      "Optionee" means each of the directors, officers,
      employees and Consultants granted an Option pursuant to this Plan and
      their heirs, executors and administrators and, subject to the policies of
      the Exchanges, an Optionee may also be a corporation wholly owned by an
      individual eligible for an Option grant pursuant to this Plan .

	 	 	 
	2.16 	
      "Option Price" means the price per Share specified in an
      Option Agreement, adjusted from time to time in accordance with the
      provisions of section 5.

	 	 	 
	2.17 	
      "Option Shares" means the aggregate number of Shares
      which an Optionee may purchase under an Option.

	 	 	 
	2.18 	
      "Plan" means this Norsemont Mining Inc. Stock Option
      Plan.

	 	 	 
	2.19 	
      "Shares" means the common shares in the capital of the
      Company as constituted on the date of this agreement provided that, in the
      event of any adjustment pursuant to section 5, "Shares" shall thereafter
      mean the shares or other property resulting from the events giving rise to
      the adjustment.

	 	 	 
	2.20 	
      "Securities Act" means the Securities Act, R.S.B . C.
      1996, c.418 as amended.

	 	 	 
	2.21 	
      "Unissued Option Shares" means the number of Shares, at a
      particular time, which have been allotted for issuance upon the exercise
      of an Option but which have not been issued, as adjusted from time to time
      in accordance with the provisions of section 5, such adjustments to be
      cumulative.

	 	 	 
	2.22 	
      "Vested" means that an Option has become exercisable in
      respect of a number of Option Shares by the Optionee pursuant to the terms
      of the Option Agreement'

	 	 	 
	2.23 	
      "Fundamental Change" means any one of the following
      events:

	 	 	 
		(i) 	
      any person or group of persons, acting jointly and in
      concert, becomes the beneficial owner, directly or indirectly of 30% or
      more of the combined voting power of the Company’s common shares, but not
      including any person whose ownership of such a percentage of common
      shares, results solely from a share repurchase by the Company (unless such
      person or persons subsequently purchase any additional common
    shares);

	 	 	 
		(ii) 	
      individuals are elected as directors who have not been
      approved by the incumbent directors (either by a specific vote or by
      approval of the proxy statement of the Company in which such persons are
      named as nominees for director, without objection to such nomination) and
      such individuals constitute a majority of the directors; or

	 	 	 
		(iii) 	
      the Company ceases to control in fact, directly or
      indirectly, all or substantially all of the assets employed in carrying on
      the business of the Company.







3.        GRANT OF
OPTIONS 

3.1       Option
Terms 

The Board may from time to time authorize the issue of options
to directors, officers and Service Providers of the Company and its
subsidiaries. The Option Price under each Option shall be not less than the
Discounted Market Price on the Grant Date. The Expiry Date for each Option shall
be set by the Board at the time of issue of the Option and shall not be more
than ten years after the Grant Date. Options shall not be assignable (or
transferable) by the Optionee. 

3.2       Limits
on Shares Issuable on Exercise of Options 

The maximum number of Shares which may be issuable pursuant to
options granted under the Plan shall be 5,222,526 shares less the number of
options exercised, but not cancelled or expired, during the term of the Plan.
During the twelve month period, the number of shares issuable to any one
Optionee under the Plan, together with all of the Company's other previously
established or proposed share compensation arrangements, shall not exceed 5%of
the total number of issued and outstanding shares on a non-diluted basis. The
number of Shares which may be reserved for issue pursuant to options granted to
Insiders under the Plan, together with all of the Company's other previously
established or proposed shares compensation arrangements, in aggregate, shall
not exceed 20% of the total number of issued and outstanding Shares on a
non-diluted basis. The number of Shares which may be issuable under the Plan
together with all of the Company's other previously established or proposed
shares compensation arrangements, within a one-year period: 

	 	(a) 	
      to any one Optionee who is an Insider and any Associates
      of such insider, shall not exceed 5% of the outstanding issue;

	 	 	 
	 	(b) 	
      no more than 2% of the issued shares of the Company may
      be granted to any one Consultant in any 12 month period;

	 	 	 
	 	(c) 	
      no more than an aggregate of 2% of the issued shares of
      the Company may be granted to all employees conducting investor relations
      activities, in any 12 month period.



For the purposes of subsection (a) above, "outstanding issue"
is determined on the basis of the number of Shares that are outstanding
immediately prior to the Share issuance in question, excluding Shares issued
pursuant to Share compensation arrangements over the preceding one-year period.


3.3      
Option Agreements 

Each Option shall be confirmed by the execution of an Option
agreement. Each Optionee shall have the option to purchase from the Company the
Option Shares at the time and in the manner set out in the Plan and in the
Option Agreement applicable to that Optionee. The execution of an Option
Agreement shall constitute conclusive evidence that it has been completed in
compliance with this Plan. 

4.       
EXERCISE OF OPTION 

4.1      
When Options may be exercised 

Subject to Sections 4.3 and 4.4, an Option may be exercised to
purchase any number of shares up to the number of Vested Unissued Option Shares
at any time after the Grant Date up to 5:00 p.m. local time on the Expiry Date
and shall not be exercisable thereafter. 

4.2      
Manner of Exercise 

The Option shall be exercisable by delivering to the Company a
notice specifying the number of Shares in respect of which the Option is
exercised together with payment in full of the Option price for each such Share.
Upon notice and payment there will be a binding contract for the issue of the
Shares in respect of which the Option is exercised, upon and 




subject to the provisions of the Plan. Delivery of the
Optionee's cheque payable to the Company in the amount of the Option Price shall
constitute payment of the Option Price unless the cheque is not honored upon
presentation in which case the Option shall not have been validly exercised.


4.3       Vesting
of Option Shares 

The Board may, in its sole discretion, impose a vesting
schedule in respect to any Option granted pursuant to the Plan provided that
upon the first occurrence of a Fundamental Change, any option heretofore or
hereafter granted pursuant to the SOP shall be immediately exercisable for the
balance of the term thereof. Subject as aforesaid, minimum vesting requirements
shall be 12.5% of the Option upon TSXV approval and 12.5% every three months
thereafter. 

4.4      
Termination of Employment 

If an Optionee ceases to be a director, officer or Service
Provider of the Company or one of the Company's subsidiaries, his or her Option
shall be exercisable as follows: 

	 	(a) 	
      Death

	 	 	 	 
	 		
      lf the Optionee ceases to be a director, officer,
      employee or Consultant of the Company or a subsidiary of the Company, due
      to his or her death or, in the case of an Optionee that is a company, the
      death of the person who provides management or consulting services to the
      Company or to any entity controlled by the Company, the Option then held
      by the Optionee shall be exercisable to acquire Vested Unissued Option
      Shares at any time up to but not after the earlier

	 	 	 	 
	 		(i) 	
      of 120 days after the date of death or Disability;
    and

	 	 	 	 
	 		(ii) 	
      the Expiry Date.

	 	 	 	 
	 	(b) 	
      Termination for Cause

	 	 	 	 
	 		
      If the Optionee, or in the case of an Option granted to
      an Optionee who falls under the definition of Consultant set out in
      subsection 2.5(b), the Optionee's employer, ceases to be a director,
      officer or Consultant of the Company or a subsidiary of the Company as a
      result of termination for cause, as that term is interpreted by the courts
      of the jurisdiction in which the Optionee, or, in the case of the Optionee
      who satisfies the definition, is employed or engaged; any outstanding
      Option held by such Optionee on the date of such termination, whether in
      respect of Option Shares that are Vested or not, shall be cancelled as of
      that date.

	 	 	 	 
	 	(c) 	
      Early Retirement-Voluntary Resignation or Termination
      Other than for Cause

	 	 	 	 
	 		
      If the Optionee or, in the case of an Option granted to
      an Optionee who falls under the definition of Consultant set out in
      sub-paragraph 2.5(b), the Optionee's employer ceases to be a director,
      officer, employee or Consultant of the Company or a subsidiary of the
      Company due to his or her retirement at the request of his or her employer
      earlier than the normal retirement date under the Company's retirement
      policy then in force, or due to his or her termination by the Company
      other than for cause, or due to his or her voluntary resignation, the
      Option then held by the Optionee shall be cancelled within 30 days of that
      date.

	 	 	 	 
	 		
      For greater certainty, an option that had not become
      Vested in respect of certain Unissued Option Shares at the time that the
      relevant event referred to in this paragraph 4.4 occurred, shall not be or
      become exercisable in respect of such Unissued Option Shares and shall be
      cancelled.



4.5       Exclusion
from Severance Allowance. Retirement Allowance or Termination Settlement





If the Optionee, or, in the case of an option granted to an
Optionee who falls under the definition of Consultant set out in subsection
2.5(b), the Optionee's employer, retires, resigns or is terminated from
employment or engagement with the Company or any subsidiary of the Company, the
loss or limitation, if any, pursuant to the Option Agreement with respect to the
right to purchase Option Shares which were lot Vested at that time or which, if
Vested were cancelled, shall not give rise to any right to damages and shall not
be included in the calculation of or form any part of any severance allowance,
retiring allowance or termination settlement of any kind whatsoever in respect
of such Optionee. 

4.6       Shares
not Acquired 

Whenever the Company issues Shares to all or substantially all
holders of Shares by way of a stock dividend or other distribution, or
subdivides all outstanding Shares into a greater number of Shares, or combines
or consolidates all outstanding Shares into a lesser number of Shares (each of
such events being herein called a "share Reorganization") then effective
immediately after the record date for such dividend or other distribution or the
effective date of such subdivision, combination or consolidation, for each
Option: 

	 	(a) 	
      the Option Price will be adjusted to a price per Share
      which is the product of:

	 	 	 	 
	 		(i) 	
      the Option Price in effect immediately before that
      effective date or record date and

	 	 	 	 
	 		(ii) 	
      a fraction, the numerator of which is the total number of
      Shares outstanding on that effective date or record date before giving
      effect to the Share Reorganization, and the denominator of which is the
      total number of Shares that are or would be outstanding immediately after
      such effective date or record date after giving effect to the Share
      Reorganization; and

	 	 	 	 
	 	(b) 	
      the number of Unissued Option Shares will be adjusted by
      multiplying (in) the number of Unissued Option Shares immediately before
      such effective date or record date by (ii) a fraction which is the
      reciprocal of the fraction described in subsection
  (a)(ii).



5.       
DISTRIBUTION 

5
..1       Special
Distribution 

Subject to the prior approval of the Exchanges, whenever the
Company issues by way of a dividend or otherwise distributes to all or
substantially all holders of Shares;

	 	(a) 	
      shares of the Company, other than the Shares;

	 	 	 
	 	(b) 	
      evidences of indebtedness:

	 	 	 
	 	(c) 	
      any cash or other assets, excluding cash dividends (other
      than cash dividends which the Board of Directors of the company has
      determined to be outside the normal course); or

	 	 	 
	 	(d) 	
      rights, options or warrants;



then to the extent that such dividend or distribution does not
constitute a Share Reorganization (any of such non-excluded events being herein
called a "Special Distribution"), and effective immediately after the record
date at which holders of Shares are determined for purposes of the Special
Distribution, for each Option the Option Price will be reduced, and the number
of Unissued Option Shares will be correspondingly increased, by such amount, if
any, as is determined by the Board in its sole and unfettered discretion to be
appropriate in order to properly reflect any diminution in value of the Option
Shares as a result of such Special Distribution. 

5.2       Corporate
Reorganization 

Whenever there is: 





	 	(a) 	
      a reclassification of outstanding Shares, a change of
      Shares into other shares or securities, or any other capital
      reorganization of the company, other than as described in sections
    5.1;

	 	 	 
	 	(b) 	
      a consolidation, merger or amalgamation of the Company
      with or into another corporation resulting in a reclassification of
      outstanding Shares into other shares or securities or a change of Shares
      into other shares or securities; or

	 	 	 
	 	(c) 	
      a transaction whereby all or substantially all of the
      Company's undertaking and assets become the property or another
      corporation;



(any such event being herein called a "Corporate
Reorganization") the Optionee will have an option to purchase (at the times, for
the consideration and subject to the terms and conditions set out in the Plan)
and will accept on the exercise of such option, in lieu of the Unissued Option
Shares which he would otherwise have been entitled to purchase, the kind and
amount of shares or other securities or property that he would have been
entitled to receive as a result of the Corporate Reorganization if; on the
effective date thereof; he had been the holder of all Unissued Option Shares or
if appropriate, as otherwise determined by the Directors. 

5.3       Determination
of Option Price and Number of Unissued Option Shares 

If any questions arise at any time with respect to the Option
Price or number of Unissued Option Shares deliverable upon exercise of an Option
following a Share Reorganization, Special Distribution or Corporate
Reorganization, such questions shall be conclusively determined by the Company's
auditor, or, if they decline to so act, any other firm of Chartered Accountants
in Vancouver, British Columbia, that the Directors may designate and who will
have access to all appropriate records and such determination will be binding
upon the Company and all Optionees. 

5.4      
Regulatory Approval 

Any adjustment to the Option Price of the number of Unissued
Option Shares, purchasable under the Plan pursuant to the operation of any one
of paragraphs 5.1, 5.2 or 5.3 is subject to the approval of the Exchanges and
any other governmental authority having jurisdiction. 

5.5       Disinterested
Shareholder 

Disinterested Shareholder approval, as defined by the Exchange,
will be obtained for any reduction in the exercise price if the Optionee is an
Insider of the Company at the time of the proposed amendment. 

6.       
MISCELLANEOUS 

6.1       Right
to Employment 

Neither this Plan nor any of the provisions hereof shall confer
upon any Optionee any right with respect to employment or continued employment
with the Company or any subsidiary of the Company or interfere in any way with
the right of the Company or any subsidiary of the Company to terminate such
employment. 

6.2      
Necessary Approvals 

The Plan shall be effective only upon the approval of the
shareholders of the Company given by way of an ordinary resolution. Any Options
granted under this Plan prior to such approval shall only be exercised upon the
receipt of such approval. The obligations of the Company to sell and deliver
Shares in accordance with the Plan is subject to the approval of the Exchanges
and any governmental authority having jurisdiction. lf any Shares cannot be
issued to any Optionee for any reason, including without limitation, the failure
to obtain such approval, then the obligation of the Company to issue such Shares
shall terminate and any Option price paid by an Optionee to the Company shall be
immediately refunded to the Optionee by the Company. 




6.3       Administration
of the Plan 

The Board 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 the Plan and to make all other determinations deemed necessary or
advisable in respect of the Plan. Except as set forth in section 5.4, the
interpretation and construction of any provision of the Plan by the Board shall
be final and conclusive. Administration of the Plan shall be the responsibility
of the appropriate officers of the Company and all costs in respect thereof
shall be paid by the Company. 

6.4      
Amendments to the Plan 

The Directors may from time to time, subject to applicable law
and to the prior approval, if required, of the Exchanges or any other regulatory
body having authority over the Company or the Plan, suspend, terminate or
discontinue the Plan at any time, or amend or revise the terms of the Plan or of
any option granted under the Plan and the Option Agreement relating thereto,
provided that no such amendment, revision, suspension, termination or
discontinuance shall in any manner adversely affect any Option previously
granted to an Optionee under the Plan without the consent of that Optionee. any
amendments to the Plan or options granted thereunder will be subject to the
approval of the shareholders. 

6.5      
Form of Notice 

A notice given to the Company shall be in writing, signed by
the Optionee and delivered to the President or Secretary of the Company. 

6.6       No
Representation or Warranty 

The Company makes no representation or warranty as to the
future market value of any Shares issued in accordance with the provisions of
the Plan. 

6.7      
Compliance with Applicable Law 

If any provision of the Plan or any Option Agreement
contravenes any law or any order policy, by-law or regulation of any regulatory
body or Exchange having authority over the Company or the Plan, then such
provision shall be deemed to be amended to the extent required to bring such
provision into compliance therewith. 

6.8       No
Assignment or Transfer 

No Optionee may assign or transfer any of his or her rights
under the Plan. 

6.9      
Rights of Optionee 

An Optionee shall have no rights whatsoever as a shareholder of
the Company in respect of any of the Unissued Option Shares (including without
limitation, voting gifts or any right to receive dividends, warrants or rights
under any rights Offering). 

6.10     
Conflict 

ln the event of any conflict between the provisions of this
Plan and an Option Agreement, the provisions of this Plan shall govern. 

6.11      Governing
Law 

The Plan and each Option Agreement issued pursuant to the
Plan shall be governed by the laws of the Province of British
Columbia. 




6.12      Time of
Essence 

Time is of the essence of this Plan and each Option agreement.
No extension of time will be determined to be or to operate as a waiver of the
essentiality of time. 

6.13      Entire
Agreement 

This Plan and the Option Agreement sets out the entire
agreement between the Company and the Optionee relative to the subject matter
hereof and supercedes all prior agreements, undertakings and understandings,
whether oral or written. 

Approved by the Board of Directors of Norsemont Mining Inc. on
October 10, 2006. 

SCHEDULE "A'' 
NORSEMONT MINING INC.

STOCK OPTION PLAN OPTION AGREEMENT 

This Option Agreement is entered into between Norsemont Mining
Inc. (the "Company") and the optionee named below pursuant to the Norsemont
Mining Inc. Stock Option Plan (the "Plan"), a copy of which is attached hereto,
and confirms that: 

	1. 	
      _________________________________________________ (the
      "Grant Date");

	 	 
	2. 	
      _________________________________________________ (the
      "Optionee");

	 	 
	3. 	
      was granted the option (the "Option") to purchase
      _______________________ Common Shares (the "Option Shares") of the
      Company;

	 	 
	4. 	
      for the price (the "Option Price") of $_________________
      per share;

	 	 
	5. 	
      which shall be exercisable ("Vested") in whole or in part
      in the following amounts on or after the following dates:

	 	 
		
      12.5% on approval by TSX Venture Exchange 
12.5% every
      three months thereafter

	 	 
	6. 	
      terminating on the (the "Expiry
Date");



all on the terms and subject to the conditions set out in the
Plan. For greater certainty, once Option Shares have become Vested, the shares
continue to be exercisable until the termination or cancellation thereof as
provided in this Option Agreement and the Plan. 

By signing this Option Agreement, the Optionee acknowledges
that the Optionee has read and understands 
the plan and agrees to the terms
and conditions of the Plan and this Option Agreement. 

IN WITNESS WHEREOF the parties hereto have executed this Option
  Agreement as of the ________ day of __________________, 20___________ . 

	OPTIONEE 	 	NORSEMONT MINING INC. 
	  	 	 	  
	  	 	Per: 	 
	Authorized signatory