Filed by Automated Filing Services Inc. (604) 609-0244 - Lincoln Gold Corporation - Exhibit 10.1






EXHIBIT 10.1 

LINCOLN GOLD CORPORATION 

STOCK OPTION AGREEMENT 
(2005 Stock Option Plan –
Employee and/or Officer) 

This STOCK OPTION AGREEMENT is made effective as of this
  25th day of September, 2007 between LINCOLN GOLD CORPORATION a
  British Columbia corporation, (the “Company”) and <> (the
  “Employee”), the <> of the Company. 

BACKGROUND 

          A.      The
  e mployee has either been hired to serve as an Employee of the Company, or a
  subsidiary of the Company, or the Company desires to induce the Employee to
  continue to serve the Company, or a subsidiary of the Company as an employee.


          B.      The
Company has adopted the 2005 Stock Option Plan (the "Plan") pursuant to which
shares of its common stock have been reserved for issuance under the Plan. 

NOW, THEREFORE, the parties hereto agree as follows:


1.      Grant
of Option 

The Company hereby irrevocably grants under the Plan to the
Employee the right and option (hereinafter referred to as the “Option”) to
purchase from the Company all or any portion of an aggregate of <>
(<>) shares of common stock of the Company (the “Shares”) subject to the
terms and conditions herein set forth. The Options will be Non-Qualified
Incentive Stock Options under the Plan. 

The number of Shares granted will be subject to adjustment
pursuant to the terms of the Plan. 

2.      Exercise
Price 

The exercise price of the Shares covered by the Option shall
  be $0.25 per Share.

3.      Exercise
and Vesting of Option 

The Option will be fully vested. 

4.      Term
of Option 

Except as otherwise provided in this Agreement, the Option shall
  be exercisable until September 25, 2010 (the “Expiration Date”). This
  Agreement and the right of the Employee to exercise the Option will terminate
  upon the earliest of the following dates: 

	(i) 	the date which is one (1) month from the date on which
        the Employee ceases to be an employee of the Company or any subsidiary
        of the Company, if applicable;

	 	 
	(ii) 	 in the event of the termination of the Employee for
        Cause (as defined in the Plan), the earliest date on which the Employee
        is terminated as an employee;







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	(iii) 	
      the date which is six (6) months from the date of the
      Employee’s retirement, disability or death, in the event of termination as
      a result of the retirement, disability or death of the Employee;
  or

	 	 
	(iv) 	
      the Expiration Date.



Upon termination of this Agreement and the right of the Employee
  to exercise the Option as set forth above, the Option shall terminate and become
  null and void.

5.      Manner
of Exercising Option 

Subject to the terms and conditions of this Agreement, the
Option may be exercised, in whole or in part, by giving written notice to the
Company, specifying the number of Shares to be purchased and accompanied by the
full exercise price for such Shares. Any such notice shall be deemed given when
received by the Company at its corporate headquarters. The exercise price shall
be payable: 

	(i) 	
      in United States dollars upon exercise of the Option and
      may be paid by cash, uncertified or certified check or bank draft;
    or

	 	 
	(ii) 	
      at the election and sole discretion of the Company, in
      such other manner as is permitted pursuant to the
Plan.



All Shares that shall be issued upon the exercise of the Option
as provided herein shall be issued as fully paid and non-assessable shares of
the Company’s common stock. 

6.      Capital
Adjustments 

The existence of this option shall not affect in any way the
right or power of the Company or its stockholders to: (1) make or authorize any
or all adjustments, recapitalizations, reorganizations, or other changes in the
Company's capital structure or its business; (2) enter into any merger or
consolidation; (3) issue any bonds, debentures, preferred or prior preference
stocks ahead of or affecting the common stock or the rights thereof, (4) issue
any securities convertible into any common stock, (5) issue any rights, options,
or warrants to purchase any common stock, (6) dissolve or liquidate the Company,
(7) sell or transfer all or any part of its assets or business, or (8) take any
other corporate act or proceedings, whether of a similar character or otherwise.


The shares with respect to which this option is granted are
shares of the common stock of the Company as presently constituted, but if and
whenever, prior to the delivery by the Company of all the shares of the stock
with respect to which this option is granted, the Company shall effect a
subdivision or consolidation of shares or other capital readjustment, the
payment of a stock dividend, or other increase or reduction of the number of
shares of the stock outstanding without receiving compensation therefor in
money, services, or property, the number of shares of stock then remaining
subject to this option shall: (1) in the event of an increase in the number of
outstanding shares, be proportionately increased, and the cash consideration
payable per share shall be proportionately reduced; or (2) in the event of a
reduction in the number of outstanding shares, be proportionately reduced, and
the cash consideration payable per share shall be proportionately increased.


7.      Reorganization,
Merger, Amalgamation and Consolidation 

The purchase price and the number of shares which can be
purchased by the Employee upon the exercise of the options provided by this
Agreement shall be subject to adjustment in the events and in the manner
following: 




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	(i) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in case of the
      consolidation, merger or amalgamation of the Company with or into any
      other company, this Agreement shall after such capital reorganization,
      reclassification of capital, consolidation, merger or amalgamation confer
      the right to purchase the number of shares or other securities of the
      Company or of the Company resulting from such capital reorganization,
      reclassification, consolidation, merger or amalgamation, as the case may
      be, to which the holder of the shares deliverable at the time of such
      capital reorganization, reclassification of capital, consolidation, merger
      or amalgamation, upon the exercise of the options would have been
      entitled. On such capital reorganization, reclassification, consolidation,
      merger or amalgamation appropriate adjustments shall be made in the
      application of the provisions set forth herein with respect to the rights
      and interest thereafter of the Employee pursuant to this Option Agreement
      so that the provisions set forth herein shall thereafter be applicable as
      nearly as may reasonably be in relation to any shares or other securities
      thereafter deliverable on the exercise of the options provided for by this
      Agreement.

	 	 
	(ii) 	
      If there shall, prior to the exercise of any of the
      options provided for by this Agreement, be any reorganization of the
      authorized capital of the Company by way of consolidation, merger,
      subdivision, amalgamation or otherwise, or the payment of any stock
      dividends, then there shall automatically be an adjustment in either or
      both of the number of shares which may be purchased pursuant hereto or the
      price at which such shares may be purchased so that the rights evidenced
      hereby shall thereafter as reasonably as possible be equivalent to those
      originally granted hereby. The Company shall have the sole and exclusive
      power to make such adjustments as it considers necessary and
    desirable.



8.      Rights
of Option Holder 

The Employee, as holder of the Option, shall not have any of
the rights of a shareholder with respect to the Shares covered by the Option
except to the extent that one or more certificates for such Shares shall be
delivered to him or her upon the due exercise of all or any portion of the
Option. 

9.      Non-Transferability


The Option shall not be transferred, pledged or assigned except
as provided in the Plan. 

10.    No
Employment or Right to Corporate Assets 

Nothing contained in this Agreement shall be deemed to grant
the Employee any right to employment with the Company for any period of time or
to any right to continue his or her present or any other rate of compensation,
nor shall this Agreement be construed as giving the Employee, the Employee’s
beneficiaries or any other person any equity or interests of any kind in the
assets of the Company or creating a trust of any kind or a fiduciary
relationship of any kind between the Company and any such person. 

11.    Securities
Law Matters 

The Employee acknowledges that the Shares to be received by him
or her upon exercise of the Option have not been registered under the Securities
Act of 1933, as amended, or the Blue Sky laws of any state (collectively, the
“Securities Acts”). The Employee acknowledges and understands that the Company
is under no obligation to register, under the Securities Acts, the Shares
received by him or her or to assist him or her in complying with any exemption
from such registration if he or she should at a later date wish to dispose of
the Shares. The Employee acknowledges that if the Shares are not registered
under the 




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Securities Acts at the time of the exercise of the Option, or
any part thereof, the Shares shall bear a legend restricting the transferability
thereof, such legend to be substantially in the following form: 

“The shares represented by this
certificate have not been registered or qualified under the Securities Act of
1933, as amended, or state securities laws. The shares may not be offered for
sale, sold, pledged or otherwise disposed of unless so registered or qualified,
unless an exemption exists or unless such disposition is not subject to the
federal or state securities laws, and the Company may require that the
availability of any exemption or the inapplicability of such securities laws be
established by an opinion of counsel, which opinion of counsel shall be
reasonably satisfactory to the Company.” 

12.    Employee
Representations 

The Employee hereby represents and warrants that: 

	(i) 	
      the Employee has reviewed with his or her own tax
      advisors all applicable tax consequences of the transactions contemplated
      by this Agreement. The Employee is relying solely on such advisors and not
      on any statements or representation of the Company or any of its agents.
      The Employee understands that he or she will be solely responsible for any
      tax liability that may result to him or her as a result of the
      transactions contemplated by this Agreement;

	 	 
	(ii) 	
      the Employee has been advised to obtain his or her own
      legal advice in connection with the execution of this Agreement;
  and

	 	 
	(iii) 	
      the Option, if exercised, will be exercised for
      investment purposes and not with a view to the sale or distribution of the
      Shares to be received upon exercise thereof.



13.    The Plan


The Option is granted pursuant to the Plan and is governed by
the terms thereof, which are incorporated herein by reference. In the event of
any conflict or inconsistency between the provisions of this Agreement and those
of the Plan, the provisions of the Plan shall govern and control. 

14.    Governing Law


This Agreement, in its interpretation and effect, shall be
governed by the laws of the State of Nevada applicable to contracts executed and
to be performed therein. 

15.    Further
Assurances 

Each party hereto agrees to execute such further papers,
agreements, assignments or documents of title as may be necessary or desirable
to affect the purposes of this Agreement and carry out its provisions. 

16.    Entire
Agreement 

This Agreement and the Plan, a copy of which is attached hereto
as Schedule A, embody the entire agreement made between the parties
hereto with respect to the matters covered herein and shall not be modified
except in writing signed by the party to be charged. 




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17.    Counterparts


This Agreement may be executed in any number of counterparts
and by facsimile, each of which shall be deemed an original, and all of which
shall constitute but one and the same agreement. 

LINCOLN GOLD CORPORATION 

  

Per:   
____________________________________
          
Paul F. Saxton 
          
President and Chief Executive Officer 

 


	Signature of Employee 	 
	 	 
	Name of Employee 	 
	 	 
	Address of Employee 	 
	 	 
	 	 







SCHEDULE A 

 

2005 STOCK OPTION PLAN 

of 

LINCOLN GOLD CORPORATION