As filed with the Securities and Exchange Commission on December ______, 2003
                                                        Registration No. 333-___

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          MINEFINDERS CORPORATION LTD.
             (Exact name of Registrant as specified in its charter)

                Ontario, Canada                          Not Applicable
(State or other jurisdiction of Incorporation           (I.R.S. Employer
                or organization)                           Identification No.)

  2288 - 1177 West Hastings Street, Vancouver, British Columbia, Canada V6E 2K3
                     Address of Principal Executive Offices

               Minefinders Corporation Ltd. 2003 Stock Option Plan
                           (Full titles of the plans)
                                 Mark H. Bailey
                        2288 - 1177 West Hastings Street,
                   Vancouver, British Columbia, Canada V6E 2K3
                     (Name and address of agent for service)
                                 (604) 687-6263
          (Telephone number, including area code, of agent for service)

                                 With a copy to
                              Richard Harris, Esq.
                                Harris & Thompson
                         6121 Lakeside Drive, Suite 260
                               Reno, Nevada 89511
                                 (775) 825-4300

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                  <C>                     <C>                            <C>                        <C>
 -----------------------------------------------------------------------------------------------------------------------------------

 Title of Each Class of             Amount to         Proposed Maximum Offering       Proposed Maximum Aggregate        Amount of
 Securities to be Registered(1)   be Registered            Price Per Share                  Offering Price          Registration Fee
 -----------------------------------------------------------------------------------------------------------------------------------
 Common Shares subject to
 outstanding options                 650,000                 US$8.14 (2)                     US$5,291,000               US$428.04
 Common Shares not subject to
 outstanding options                 460,138                 US$8.025(3)                   US$3,692,607.45              US$297.24

 Total                           1,110,138 shares                                          US$8,983,607.45              US$726.77
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     Plans described herein.

(2)  Based  on  the  average   exercise  price  of  options  granted  under  the
     Minefinders  Corporation  Ltd. 2003 Stock Option Plan outstanding as of the
     date of the filing of this registration statement.

(3)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the Registrant's  common shares on December 12, 2003, as
     quoted on the American Stock Exchange, which was US$ 8.025 per share.

(4)  U.S.  dollar  amounts are  calculated  based on the noon buying rate in New
     York City for cable transfers  payable in Canadian dollars as certified for
     customs  purposes by the Federal  Reserve  Bank of New York on December 12,
     2003. On such date the noon buying rate was Cdn.$ 1.00=US$ 0.7605.

<PAGE>

This  registration  statement on Form S-8 registers common shares of Minefinders
Corporation  Ltd. (the  "Registrant")  to be issued  pursuant to the exercise of
options or rights  granted  under the  Minefinders  Corporation  Ltd. 2003 Stock
Option Plan.


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents listed in (a) through (c) below are incorporated by reference in
this registration statement.

     (a)  The Registrant's  Annual Report on Form 40-F for the fiscal year ended
          December 31, 2002,  filed with the Securities and Exchange  Commission
          on May 7, 2003;

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934,  as  amended,  since the end of the
          fiscal year  covered by the annual  report  incorporated  by reference
          herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
          Registrant's  Registration  Statement  on  Form  8-A  filed  with  the
          Securities and Exchange Commission on January 17, 2003,  including any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

Not Applicable

Item 5.  Interests of Named Experts and Counsel.

None

Item 6.  Indemnification of Directors and Officers.

The Company's Bylaws and Articles of Incorporation provide that the Company
shall, subject to the limitations contained in the Business Corporation's Act
(Ontario), indemnify all directors and officers of the Company. Section 136 of
the Business Corporations Act (Ontario) provides in part that a corporation may
indemnify a director or officer of the corporation, a former director or officer
of the corporation or a person who acts or acted at the corporation's request as
a director or officer of a body corporate of which the corporation is or was a
shareholder or creditor, and his or her heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to which he or she is made a
party by reason of being or having been a director or officer of such
corporation or body corporate, if,

(a) he or she acted honestly and in good faith with a view to the best interests
of the corporation; and

(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he or she had reasonable grounds for believing
that his or her conduct was lawful.

The Company's Bylaws and Articles of Incorporation provide that with the
approval of the court, the Company may indemnify a present or former director or
officer of the Company or of another corporation of which the Company is or was
a shareholder, and his heirs and personal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by him, including an amount paid to
settle an action or satisfy a judgment in a civil, criminal or administrative
action or proceeding to which he is made a party by reason of his position
provided that the director or officer acted honestly and in good faith with a


<PAGE>

view to the best interests of the corporation in respect of which he held the
position, and, in the case of a criminal or administrative action or proceeding,
had reasonable grounds for believing that his conduct was lawful.

The Registrant  maintains  Directors' and Officers'  Liability Insurance for its
Directors.

Item 7.  Exemption from Registration Claimed.

Not Applicable

Item 8.  Exhibits.

Exhibit Number                                       Exhibit

        4.1             Minefinders Corporation Ltd. 2003 Stock Option Plan
        5.1             Opinion and Consent of Ogilvy Renault
       23.1             Consent of Ogilvy Renault (included in Exhibit 5.1)
       23.2             Consent of BDO Dunwoody LLP
       24.1             Power of Attorney (included in signature page)


Item 9.  Undertakings.

A.   The undersigned Registrant hereby undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  to include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) to reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Securities  and  Exchange  Commission  pursuant to Rule
               424(b)  if, in the  aggregate,  the  changes  in volume and price
               represent  no more  than a 20%  change in the  maximum  aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement.

          (iii)to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

     (2)  that,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof; and

     (3)  to remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

B.   The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the Company's  annual report  pursuant to Section 13(a) or Section 15(d) of
     the Securities  Exchange Act of 1934, as amended,  (and, where  applicable,
     each filing of an

<PAGE>

     employee  benefit  plan's  annual  report  pursuant to section 15(d) of the
     Securities  Exchange  Act of 1934,  as  amended)  that is  incorporated  by
     reference  in  the  Registration  Statement  shall  be  deemed  to be a new
     Registration  Statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     has  been  advised  that in the  opinion  of the  Securities  and  Exchange
     Commission  such  indemnification  is against public policy as expressed in
     the Act and is,  therefore,  unenforceable.  In the event  that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Company of expenses incurred or paid by a director,  officer or controlling
     person of the  Company in the  successful  defense of any  action,  suit or
     proceeding) is asserted by such director,  officer or controlling person in
     connection with the securities being  registered,  the Company will, unless
     in the opinion of its counsel  the matter has been  settled by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

<PAGE>


                                   Signatures

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada,
on this 12th day of December, 2003.

         MINEFINDERS CORPORATION LTD.

         By:/s/  "Mark H. Bailey"
         Name: Mark H. Bailey
         Title:   President and CEO

         By:/s/   "Jon N. Morda"
         Name:    Jon N. Morda
         Title:   Chief Financial Officer
                  (Principal Financial Officer and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

--------------------------------------------------------------------------------

Signature                        Title                        Date
--------------------------------------------------------------------------------

/s/ "Mark H. Bailey"             President, CEO and Director  December 12, 2003
Mark H. Bailey                   (Authorized     U. S.
                                 Representative)
--------------------------------------------------------------------------------

/s/  "Paul C. MacNeill"          Secretary and Director       December 12, 2003
Paul C. MacNeill
--------------------------------------------------------------------------------

/s/ "James Martin Dawson"        Director                     December 12, 2003
James Martin Dawson
--------------------------------------------------------------------------------

/s/  "H. Leo King"               Director                     December 12, 2003
H. Leo King
--------------------------------------------------------------------------------

/s/  "Robert Leclerc"            Director                     December 12, 2003
Robert Leclerc
--------------------------------------------------------------------------------

The Plan

Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada
on December 12, 2003.

Minefinders Corporation Ltd. 2003 Stock Option Plan

By:  /s/ "Mark H. Bailey"
     Mark H. Bailey
     President, CEO and Director

By:  /s/  "Paul C. MacNeill"
     Paul C. MacNeill
     Secretary and Director

<PAGE>


                                Power of Attorney

         Each person whose signature appears below constitutes and appoints Mark
H. Bailey and Paul C. MacNeill, his attorney-in-fact, with the power of
substitution, for them in any and all capacities, to sign any amendments to this
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
<S>                            <C>                                              <C>
Signature                      Title                                             Date

/s/ "Mark H. Bailey"           President, Chief Executive Officer and Director   December 12, 2003
Mark H. Bailey                 (Principal Executive Officer) (Authorized U. S.
                               Representative)

/s/ "Paul C. MacNeill"                                                           December 12, 2003
Paul C. MacNeill               Secretary and Director

/s/ "James Martin Dawson"                                                        December 12, 2003
James Martin Dawson            Director

/s/ "H. Leo King"                                                                December 12, 2003
H. Leo King                    Director

/s/ "Robert Leclerc"                                                             December 12, 2003
Robert Leclerc                 Director

/s/ "Jon N. Morda"                                                               December 12, 2003
Jon N. Morda                   Chief Financial Officer
                               (Principal Financial Officer and Accounting
                               Officer)
</TABLE>

<PAGE>


                                  Exhibit index

    Exhibit Number                                    Exhibit

        4.1              Minefinders Corporation Ltd. 2003 Stock Option Plan
        5.1              Opinion and Consent of Ogilvy Renault
       23.1              Consent of Ogilvy Renault (included in Exhibit 5.1)
       23.2              Consent of BDO Dunwoody LLP
       24.1              Power of Attorney (included in signature page)


<PAGE>

                                  EXHIBIT 4.1

                          MINEFINDERS CORPORATION LTD.


                             2003 STOCK OPTION PLAN


                                 April 16, 2003




Approved by the Board
on April 16, 2003.

Approved by the shareholders
on June 10, 2003.

Approved by the TSX on June 26, 2003.


<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                              <C>
                                                                                                               Page

ARTICLE 1 DEFINITIONS AND INTERPRETATION..........................................................................1
   1.1   Definitions..............................................................................................1
   1.2   Choice of Law............................................................................................5
   1.3   Headings.................................................................................................5

ARTICLE 2 PURPOSE AND PARTICIPATION...............................................................................5
   2.1   Purpose..................................................................................................5
   2.2   Participation............................................................................................5
   2.3   Notification of Award....................................................................................5
   2.4   Copy of Plan.............................................................................................5
   2.5   Limitation...............................................................................................5

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS.........................................................................6
   3.1   Board to Issue Common Shares.............................................................................6
   3.2   Number of Common Shares..................................................................................6
   3.3   Term of Option...........................................................................................6
   3.4   Termination..............................................................................................6
   3.5   Exercise Price...........................................................................................8
   3.6   Additional Terms.........................................................................................8
   3.7   Assignment of Options....................................................................................9
   3.8   Adjustments..............................................................................................9
   3.9   Vesting..................................................................................................9
   3.10  Personal Information Form and Monitoring of Trading.....................................................10
   3.11  Designation of Award....................................................................................10

ARTICLE 4 EXERCISE OF OPTION.....................................................................................10
   4.1   Exercise of Option......................................................................................10
   4.2   Issue of Share Certificates.............................................................................10
   4.3   Condition of Issue......................................................................................10
   4.4   Taxes...................................................................................................11

ARTICLE 5 ADMINISTRATION.........................................................................................11
   5.1   Administration..........................................................................................11
   5.2   Interpretation..........................................................................................11
   5.3   Special Rules Applicable to Administration..............................................................11

ARTICLE 6 AMENDMENT, TERMINATION AND NOTICE......................................................................12
   6.1   Prospective Amendment...................................................................................12
   6.2   Retrospective Amendment.................................................................................12
   6.3   Amendment to Option.....................................................................................12
   6.4   Approvals...............................................................................................12
   6.5   Termination.............................................................................................12


<PAGE>

   6.6   Agreement...............................................................................................13
   6.7   Notice..................................................................................................13

</TABLE>


<PAGE>

                             2003 STOCK OPTION PLAN


                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1  Definitions

     As used herein,  unless there is something in the subject matter or context
     inconsistent  therewith,  the  following  terms shall have the meanings set
     forth below:

     (a)  "Administrator"  means,  initially,  the  Secretary of the Company and
          thereafter  shall  mean  such  director  or other  senior  officer  or
          employee of the Company as may be designated as  Administrator  by the
          Board from time to time.

     (b)  "Award  Date"  means the date on which the Board  awards a  particular
          Option.

     (c)  "Board" means the board of directors of the Company,  or any committee
          thereof to which the board of directors  of the Company has  delegated
          the power to administer and grant Options under the Plan.

     (d)  "Cause" means:

          (i)  in the case of an  Employee  (1) cause as such term is defined in
               the written employment agreement with the Employee or if there is
               no written employment  agreement or cause is not defined therein,
               the usual  meaning of just cause under the common law or the laws
               of the jurisdiction in which the employee is employed; or (2) the
               termination  of  employment  as a result of an order  made by any
               Regulatory Authority having jurisdiction to so order;

          (ii) in the  case of a  Consultant  (1) the  occurrence  of any  event
               which, under the written consulting  contract with the Consultant
               or the  common law or the laws of the  jurisdiction  in which the
               consultant  provides  services,  gives the  Company or any of its
               affiliates  the right to  immediately  terminate  the  consulting
               contract;  or (2) the termination of the consulting contract as a
               result  of an  order  made  by any  Regulatory  Authority  having
               jurisdiction to so order;

          (iii)in the case of a  Director,  ceasing to be a Director as a result
               of (1) ceasing to meet the  qualifications set out in section 118
               of the  Business  Corporations  Act  (Ontario);  (2) a resolution
               having been passed by the  shareholders  under section 122 of the
               Business Corporations Act (Ontario);  or (3) an order made by any
               Regulatory Authority having jurisdiction to so order; or

          (iv) in the case of an  Officer,  ceasing to be an Officer as a result
               of an order made by any Regulatory  Authority having jurisdiction
               to so order.

     (e)  "Change of Control"  means and shall be deemed to have occurred if one
          of the following events takes place:
<PAGE>

          (i)  the  Company  sells,  leases  or  otherwise  disposes  of  all or
               substantially  all of its assets and undertaking to a Person or a
               combination  of Persons at arm's  length to the  Company  and its
               affiliates, whether pursuant to one or more transactions;

          (ii) the Company amalgamates or enters into a plan of arrangement with
               another   company  at  arm's   length  to  the  Company  and  its
               affiliates,  other than an  amalgamation  or plan of  arrangement
               that  would  result  in the  voting  securities  of  the  Company
               outstanding  immediately  prior  thereto  continuing to represent
               (either  by  remaining  outstanding  or by being  converted  into
               voting securities of the surviving or resulting entity) more than
               50% of the combined  voting  power of the  surviving or resulting
               entity outstanding immediately after such amalgamation or plan of
               arrangement;

          (iii)any  Person or  combination  of  Persons  at arm's  length to the
               Company and its  affiliates  acquires  or becomes the  beneficial
               owner of,  directly  or  indirectly,  more than 50% of the voting
               securities of the Company,  whether  through the  acquisition  of
               previously issued and outstanding voting securities, or of voting
               securities  that  have  not  been  previously   issued,   or  any
               combination  thereof,  or any other transaction  having a similar
               effect; or

          (iv) any  resolution  is passed or any action or  proceeding  is taken
               with respect to the liquidation, dissolution or winding-up of the
               Company.

     (f)  "Common Share" or "Common  Shares"  means,  as the case may be, one or
          more common shares without par value in the capital of the Company.

     (g)  "Company" means Minefinders  Corporation Ltd., a company  incorporated
          under the laws of the Province of Ontario.

     (h)  "Consultant"  has the  meaning  given  to that  term in BC  Instrument
          45-507,  and for the purposes of the Plan includes  consultants of the
          Company and any of its affiliates,  as well as consultant companies of
          the Company and any of its affiliates.

     (i)  "consultant company" means for an individual consultant,  a company of
          which the individual is an employee or shareholder.

     (j)  "Director"  has the meaning given to that term in the  Securities  Act
          (British  Columbia),  and  for  the  purposes  of  the  Plan  includes
          directors of the Company and any of its affiliates.

     (k)  "Disability"  means the Option Holder is  permanently  unable to carry
          out the responsibilities and duties of the position held by the Option
          Holder by  reason of any  medically  determinable  physical  or mental
          impairment.  An Option Holder shall not be considered to have incurred
          a  Disability  unless  he or she  furnishes  proof of such  impairment
          sufficient to satisfy the  Administrator in the  Administrator's  sole
          discretion.

     (l)  "Eligible   Persons"   means   Directors,   Officers,   Employees  and
          Consultants.

     (m)  "Employee" has the meaning given to that term in BC Policy 45-601, and
          for the purposes of the Plan includes employees of the Company and any
          of its affiliates.
<PAGE>

     (n)  "Exercise  Notice"  means the notice  respecting  the  exercise  of an
          Option,  in the form set out as Schedule "B" hereto,  duly executed by
          the Option Holder.

     (o)  "Exercise  Period" means the period  during which a particular  Option
          may be exercised  and is the period from and  including the Award Date
          through to and including the Expiry Date.

     (p)  "Exercise  Price"  means the price at which an Option may be exercised
          as  determined  in accordance  with  paragraph  3.5.

     (q)  "Expiry Date" means the date  determined in accordance  with paragraph
          3.4 and after which a particular Option cannot be exercised.

     (r)  "Fixed Expiry Date" has the meaning given to that term under paragraph
          3.4.

     (s)  "insider"  has the meaning  given to that term in the  Securities  Act
          (Ontario).

     (t)  "ISO" means an Option that is an  Incentive  Stock Option as that term
          is defined in Section 422 of the  Internal  Revenue  Code of 1986,  as
          amended.

     (u)  "Market Price" of the Common Shares for a particular  Award Date shall
          be determined as follows:

          (i)  for each  organized  trading  facility on which the Common Shares
               are listed,  Market Price shall be the closing  trading  price of
               the Common Shares on the last trading day  immediately  preceding
               the Award Date;

          (ii) if the  Common  Shares  are  listed  on more  than one  organized
               trading  facility,  then Market Price shall be the greater of the
               Market Prices  determined for each organized  trading facility on
               which  those  Common  Shares  are listed as  determined  for each
               organized trading facility in accordance with section (i) above;

          (iii)if the Common Shares are listed on one or more organized  trading
               facility  but have not traded  during  the 10 trading  day period
               immediately preceding the Award Date, then the Market Price shall
               be,  subject  to  the  necessary   approvals  of  the  applicable
               Regulatory Authorities, such value as is determined by resolution
               of the Board; and

          (iv) if the  Common  Shares are not  listed on any  organized  trading
               facility,  then  the  Market  Price  shall  be,  subject  to  the
               necessary approvals of the applicable Regulatory Authorities, the
               fair  market  value of the  Common  Shares on the  Award  Date as
               determined by the Board in its discretion.

     (v)  "Officer"  means a  senior  officer  as such  term is  defined  in the
          Securities  Act (British  Columbia),  and for the purposes of the Plan
          includes senior officers of the Company and any of its affiliates.

     (w)  "Option"  means an option to  acquire  Common  Shares,  awarded  to an
          Eligible Person pursuant to the Plan.
<PAGE>

     (x)  "Option  Certificate"  means the  certificate,  in the form set out as
          Schedule "A" hereto, evidencing an Option.

     (y)  "Option  Holder" means a person (or,  where  applicable,  a consultant
          company)  who holds an  unexercised  and  unexpired  Option or,  where
          applicable, the Personal Representative of such person.

     (z)  "Person" means any individual, partnership, limited partnership, joint
          venture,  syndicate, sole proprietorship,  company or corporation with
          or without share capital,  unincorporated association, trust, trustee,
          executor,   administrator  or  other  legal  personal  representative,
          regulatory body or agency, government or governmental agency or entity
          however designated or constituted.

     (aa) "Personal Representative" means:

          (i)  in  the  case  of a  deceased  Option  Holder,  the  executor  or
               administrator of the deceased duly appointed by a court or public
               authority having jurisdiction to do so; and

          (ii) in the case of an Option  Holder  who for any reason is unable to
               manage his or her affairs,  the person  entitled by law to act on
               behalf of such Option Holder.

     (bb) "Plan" means this 2003 Stock Option Plan.

     (cc) "Regulatory  Authorities"  means  all  stock  exchanges,  inter-dealer
          quotation networks and other organized trading facilities on which the
          Company's Shares are listed and all securities  commissions or similar
          securities regulatory bodies having jurisdiction over the Company.

     (dd) "Securities Laws" means securities legislation, securities regulations
          and securities rules, as amended, and the instruments,  forms, notices
          and policy documents in force from time to time that are applicable to
          the Company.

     (ee) "Share" or "Shares"  means,  as the case may be, one or more shares of
          any class in the share capital of the Company from time to time.

     (ff) "Termination Date" means:

          (i)  in the case of the Option Holder's resignation from employment or
               the termination of the Option Holder's consulting contract by the
               Option Holder, the date that the Option Holder provides notice of
               such  resignation  or  termination  to the  Company or any of its
               affiliates; or

          (ii) in the case of the termination of the Option Holder's  employment
               or  consulting  contract by the Company or any of its  affiliates
               for any reason  (whether such  termination is lawful or unlawful)
               other than death or Disability,  the date that the Company or any
               of its  affiliates  delivers  written  notice  of such  lawful or
               unlawful   termination  of  the  Option  Holder's  employment  or
               consulting contract to the Option Holder; or

<PAGE>

          (iii)in the case of the expiry of a  fixed-term  employment  agreement
               or consulting contract that is not renewed or extended,  the last
               day of the term.

     (gg) "TSX" means the Toronto Stock Exchange.

1.2  Choice of Law

     The Plan is  established  under,  and the  provisions  of the Plan shall be
     subject to and  interpreted  and construed in accordance  with, the laws of
     the Province of British Columbia.

1.3  Headings

     The headings used herein are for convenience only and are not to affect the
     interpretation of the Plan.

                                    ARTICLE 2
                            PURPOSE AND PARTICIPATION

2.1  Purpose

The purpose of the Plan is to provide the Company with a share-related mechanism
to attract, retain and motivate qualified Directors,  Officers,  Consultants and
Employees,  to  reward  such  of  those  Directors,  Officers,  Consultants  and
Employees  as may be  awarded  Options  under the Plan by the Board from time to
time for their  contributions  toward the long term goals of the  Company and to
enable and encourage  such  Directors,  Officers,  Consultants  and Employees to
acquire Common Shares as long term investments.

2.2  Participation

The Board shall,  from time to time and in its sole discretion,  determine which
of the Eligible Persons, if any, shall be awarded Options. The Board may, in its
sole  discretion,  grant the majority of the Options to insiders of the Company.
However,  in no case shall the number of shares reserved for issuance to any one
individual pursuant to Options exceed 5% of the outstanding issue.

2.3  Notification of Award

Following the award of an Option by the Board,  the  Administrator  shall notify
the Option Holder in writing of the award and shall enclose with such notice the
Option Certificate representing the Option so awarded.

2.4  Copy of Plan

Each  Option  Holder,  concurrently  with the notice of the award of the Option,
shall be provided  with a copy of the Plan. A copy of any  amendment to the Plan
shall be promptly provided by the Administrator to each Option Holder.

2.5  Limitation

The Plan does not give any Option Holder that is a Director or Officer the right
to serve or  continue to serve as a Director or Officer of the Company or any of
its  affiliates  nor does it give  any  Option  Holder  that is an  Employee  or
Consultant  the  right  to be or to  continue  to be  employed  with  or  have a
consulting contract with the Company or any of its affiliates.

<PAGE>

                                   ARTICLE 3
                         TERMS AND CONDITIONS OF OPTIONS

3.1  Board to Issue Common Shares

The Common  Shares to be issued to Option  Holders  upon the exercise of Options
shall be authorized and unissued  Common Shares the issuance of which shall have
been authorized by the Board.

3.2  Number of Common Shares

Subject to adjustment  as provided for in paragraph 3.8 of the Plan,  the number
of Common  Shares  that  shall be  available  for  Eligible  Persons  to acquire
pursuant  to options  awarded by the Board  shall not  exceed  1,110,138  Common
Shares.  If any option  expires or otherwise  terminates  for any reason without
having been  exercised in full,  the number of Common Shares in respect of which
the option was not exercised shall be available for the purposes of the Plan.

3.3  Term of Option

Subject to such other  terms or  conditions  that may be  attached  to an Option
granted hereunder,  an Option Holder may exercise any vested portion or portions
of an  Option in whole or in part at any time or from  time to time  during  the
Exercise  Period.  Any Option or part thereof not exercised  within the Exercise
Period shall  terminate  and become null,  void and of no effect as of 5:00 p.m.
local time in Vancouver, British Columbia on the Expiry Date.

3.4  Termination

Subject to subparagraphs (a) to (f) below, the Expiry Date of an Option shall be
the date fixed by the Board at the time the  particular  Option is awarded  (the
"Fixed Expiry  Date"),  provided that the Expiry Date shall be no later than the
tenth  anniversary  of the Award Date of such Option (and  provided  that in the
case of an Option  that is  intended to qualify as an ISO and that is awarded to
an Option  Holder who, at the time of award owns Shares  representing  more than
10% of the voting power of all classes of Shares of the Company or any parent or
subsidiary  of the  Company,  the  Expiry  Date shall be no later than the fifth
anniversary of the Award Date of the Option):

     (a)  Death

          If the Option Holder dies while his or her Option is outstanding, then
          unless otherwise provided for in the Option Certificate, the following
          shall apply. The Expiry Date for any vested portion or portions of the
          Option shall be the earlier of the Fixed Expiry Date and the date that
          is six months after the date of the Option Holder's death.  The Expiry
          Date for any  unvested  portion of the Option shall be the date of the
          Option  Holder's  death.  The right to purchase Common Shares under an
          Option shall not vest after the date of the Option Holder's death.

     (b)  Disability

          If the Option  Holder  ceases to be an Eligible  Person by reason of a
          Disability  while  his or  her  Option  is  outstanding,  then  unless
          otherwise provided for in the Option Certificate,  the following shall
          apply.  The Expiry  Date for any vested  portion  or  portions  of the
          Option shall be the earlier of the Fixed Expiry Date and the date that
          is six months  after

<PAGE>

          the date that the Option Holder ceases to be an Eligible  Person.  The
          Expiry Date for any  unvested  portion of the Option shall be the date
          that the Option Holder ceases to be an Eligible  Person.  The right to
          purchase  Common  Shares under an Option shall not vest after the date
          that the Option Holder ceases to be an Eligible Person.

     (c)  Ceasing to be a Director

          If the  Option  Holder  holds an Option as a  Director  and the Option
          Holder  ceases  to be a  Director  (other  than by  reason of death or
          Disability),   then  unless  otherwise  provided  for  in  the  Option
          Certificate, the following shall apply. The Expiry Date for any vested
          portion or  portions  of the Option  shall be the earlier of the Fixed
          Expiry Date and the 90th day following the date that the Option Holder
          ceases  to be a  Director  unless  the  Option  Holder  ceases to be a
          Director  for Cause,  in which case the Expiry  Date shall be the date
          that the Option  Holder  ceases to be a Director.  The Expiry Date for
          any  unvested  portion of the Option shall be the date that the Option
          Holder  ceases to be a Director.  The right to purchase  Common Shares
          under an Option  shall not vest after the date that the Option  Holder
          ceases to be a Director.

     (d)  Ceasing to be an Employee or Consultant

          If the Option Holder holds an Option as an Employee or Consultant  and
          the Option Holder  ceases to be an Employee or Consultant  (other than
          by reason of death or Disability),  then unless otherwise provided for
          in the Option Certificate,  the following shall apply. The Expiry Date
          for any vested  portion or portions of the Option shall be the earlier
          of the Fixed Expiry Date and the 90th day  following  the  Termination
          Date unless the Option  Holder  ceases to be an Employee or Consultant
          as a result of  Cause,  in which  case the  Expiry  Date  shall be the
          Termination  Date.  The Expiry  Date for any  unvested  portion of the
          Option shall be the  Termination  Date.  The right to purchase  Common
          Shares under an Option shall not vest after the Termination Date.

     (e)  Ceasing to be an Officer

          If the  Option  Holder  holds an Option as an  Officer  and the Option
          Holder  ceases  to be an  Officer  (other  than by  reason of death or
          Disability),   then  unless  otherwise  provided  for  in  the  Option
          Certificate, the following shall apply. The Expiry Date for any vested
          portion or  portions  of the Option  shall be the earlier of the Fixed
          Expiry Date and the 90th day following the date that the Option Holder
          ceases to be an  Officer  unless  the  Option  Holder  ceases to be an
          Officer  for Cause,  in which  case the Expiry  Date shall be the date
          that the Option  Holder  ceases to be an Officer.  The Expiry Date for
          any  unvested  portion of the Option shall be the date that the Option
          Holder  ceases to be an Officer.  The right to purchase  Common Shares
          under an Option  shall not vest after the date that the Option  Holder
          ceases to be an Officer.

     (f)  Change of Control

          In the event of a Change of Control or an impending  Change of Control
          the Board may, if it  reasonably  determines  that it is  necessary or
          desirable for the Company to do so in  conjunction  with the Change of
          Control, deal with outstanding Options in a manner that it deems to be
          fair and reasonable in light of the  circumstances.  Without  limiting
          the

<PAGE>

          generality  of the  foregoing,  the Board may,  without  any action or
          consent required on the part of any Option Holder:

          (i)  deliver a notice to the Option Holder  advising the Option Holder
               that  the  unvested  portion  of the  Option  held by the  Option
               Holder, if any, shall immediately vest;

          (ii) deliver a notice to the Option Holder  advising the Option Holder
               that  the  unvested  portion  of the  Option  held by the  Option
               Holder,  if any, shall immediately vest and that the Option shall
               expire on the Expiry Date set forth in the notice; or

          (iii)take such other  actions as it deems  fair and  reasonable  under
               the circumstances.

The foregoing subparagraphs (c) through (e) shall only apply once an Option
Holder ceases to fall into any of the categories of Eligible Persons. The Board
and the Administrator shall look to which of the definitions of Employee,
Director, Officer or Consultant the Option Holder met immediately prior to the
Option Holder ceasing to be an Eligible Person to determine which of
subparagraphs (c) through (e) shall apply. If the Option Holder met more than
one definition, then the following shall apply. If the Option Holder was an
Employee or Consultant, then the Option Holder shall be deemed to hold his or
her Option as an Employee or Consultant regardless of whether the Option Holder
was also a Director or Officer. If the Option Holder was a Director but not an
Employee or Consultant, then the Option Holder shall be deemed to hold his or
her Option as a Director regardless of whether the Option Holder was also an
Officer.

3.5  Exercise Price

The  price at which an  Option  Holder  may  purchase  a Common  Share  upon the
exercise of an Option shall be as set forth in the Option  Certificate issued in
respect of such Option and in any event shall not be less than the Market  Price
of the Common Shares as of the Award Date, subject to the following:

     (a)  in no  case  shall  the  Exercise  Price  be  less  than  the  minimum
          prescribed by the  Regulatory  Authorities as would apply to the Award
          Date in question; and

     (b)  in the case of an Option intended to qualify as an ISO, the per Common
          Share  Exercise  Price of the ISO  shall be not less  than 100% of the
          Market Price of the Company's  Common Shares as of the Award Date, or,
          in the case of an ISO granted to an Option  Holder who, at the time of
          the grant of such ISO owns  Shares  representing  more than 10% of the
          voting  power of all classes of Shares of the Company or any parent or
          subsidiary  of the Company,  not less than 110% of the Market Price of
          the Company's Common Shares as of the Award Date.

3.6  Additional Terms

Subject to all  applicable  Securities  Laws and the rules and  policies  of all
applicable  Regulatory  Authorities,  the  Board  may  attach  other  terms  and
conditions to the award of a particular Option,  such terms and conditions to be
referred to in a schedule  attached to the Option  Certificate.  These terms and
conditions may include, but are not necessarily limited to, the following:


<PAGE>

     (a)  providing  that an Option or a portion or portions of an Option expire
          on a  certain  date,  after  certain  periods  of  time  or  upon  the
          occurrence  of certain  events  other  than as  provided  for  herein,
          provided  that no Option  shall  expire  more than 10 years  after the
          Award  Date,  and no Option  that is intended to qualify as an ISO and
          which is awarded to an Option Holder who, at the time of award of such
          ISO owns Shares  representing more than 10% of the voting power of all
          classes of Shares of the  Company or any parent or  subsidiary  of the
          Company, shall expire more than five years after the Award Date; and

     (b)  providing  that  an  Option  issued  to,  held by or  exercised  by an
          Employee who is a citizen or resident of the United States of America,
          and  otherwise  meeting the statutory  requirements,  be treated as an
          ISO, subject to the other provisions in the Plan concerning ISOs.

3.7  Assignment of Options

Options may not be assigned or transferred,  provided  however that the Personal
Representative  of an Option  Holder may, to the extent  permitted  by paragraph
4.1, exercise the Option within the Exercise Period.

3.8  Adjustments

Subject to any required action by the shareholders of the Company, the number of
Common Shares subject to each outstanding Option and the number of Common Shares
that have been authorized for issuance under the Plan but as to which no Options
have yet been  granted or that have again become  available  for the purposes of
the Plan, the Exercise Price of each  outstanding  Option,  as well as any other
terms that the Board  determines  require  adjustment  shall be  proportionately
adjusted for (i) any increase or decrease in the number of issued  Common Shares
resulting from a stock split,  reverse stock split, stock dividend,  combination
or reclassification  of the Common Shares, or similar transaction  affecting the
Common  Shares;  and (ii) any other increase or decrease in the number of issued
Common  Shares  effected  without  receipt  of  consideration  by  the  Company,
provided,  however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration" (in
each case,  the  "Event").  Such  adjustment  shall be made by the Board and its
determination  shall be  final,  binding  and  conclusive.  Except  as the Board
determines,  no issuance by the  Company of Shares of any class,  or  securities
convertible into Shares of any class,  shall affect, and no adjustment by reason
thereof  shall be made with  respect to, the number or Exercise  Price of Common
Shares  subject to an Option.  No  fractional  shares  shall be issued  upon the
exercise of an Option and  accordingly,  if as a result of the Event,  an Option
Holder would become  entitled to a fractional  Common Share,  such Option Holder
shall have the right to  purchase  only the next lowest  whole  number of Common
Shares  and no  payment or other  adjustment  shall be made with  respect to the
fractional interest so disregarded.

3.9  Vesting

The  Board  may,  in its  sole  discretion,  attach  a term  or  condition  to a
particular  Option providing that the Option shall vest over a certain period of
time or upon the occurrence of certain  events.  The Board may also, in its sole
discretion, attach a term or condition to a particular Option providing that the
Option shall be exercisable  immediately,  in full,  notwithstanding that it has
vesting provisions, upon the occurrence of certain events other than as provided
for herein.

<PAGE>

3.10 Personal Information Form and Monitoring of Trading

An Option Holder who becomes a new insider of the Company or who is  undertaking
investor  relations  activities  must file a Personal  Information  Form or such
other  documents  as may be required by the  Regulatory  Authorities.  An Option
Holder  who  performs  investor  relations   activities  must  comply  with  all
procedures established by the Board or the Regulatory Authorities to monitor the
Option Holder's trading in the securities of the Company.

3.11 Designation of Award

Each Option issued to a United States citizen or resident shall be designated in
the Option  Certificate - Schedule either as an ISO or a  Non-Qualified  Option.
However,  notwithstanding  such  designation,  to the extent that the  aggregate
Market Price of Common Shares subject to Options  designated as ISOs that become
exercisable  for the first time by an Option  Holder  during any  calendar  year
(under  all  plans of the  Company  or any  affiliate  of the  Company)  exceeds
US$100,000, such excess ISOs, to the extent of the Common Shares covered thereby
in  excess  of the  foregoing  limitation,  shall be  treated  as  Non-Qualified
Options.  For this  purpose,  ISOs shall be taken  into  account in the order in
which they were  awarded,  and the Market  Price of the Common  Shares  shall be
determined as of the Award Date of the relevant ISO.

                                   ARTICLE 4
                               EXERCISE OF OPTION

4.1  Exercise of Option

An Option may be exercised only by the Option Holder or the Personal
Representative of the Option Holder. An Option Holder or the Personal
Representative of the Option Holder may exercise the vested portion or portions
of an Option in whole or in part at any time or from time to time during the
Exercise Period up to 5:00 p.m. local time in Vancouver, British Columbia on the
Expiry Date by delivering to the Administrator an Exercise Notice, the
applicable Option Certificate and a certified cheque or bank draft payable to
the Company in an amount equal to the aggregate Exercise Price of the Common
Shares to be purchased pursuant to the exercise of the Option.

4.2      Issue of Share Certificates

As soon as practicable following the receipt of the Exercise Notice, the
Administrator shall cause to be delivered to the Option Holder a certificate for
the Common Shares purchased by the Option Holder. If the number of Common Shares
in respect of which the Option was exercised is less than the number of Common
Shares subject to the Option Certificate surrendered, the Administrator shall
forward a new Option Certificate to the Option Holder concurrently with delivery
of the share certificate for the balance of the Common Shares available under
the Option.

4.3      Condition of Issue

The Options and the issue of Common Shares by the Company pursuant to the
exercise of Options are subject to the terms and conditions of the Plan and
compliance with the rules and policies of all applicable Regulatory Authorities
with respect to the granting of such Options and the issuance and distribution
of such Common Shares, and to all applicable Securities Laws. The Option Holder
agrees to comply with all such laws, regulations, rules and policies and agrees
to furnish to the Company any information,

<PAGE>

reports or  undertakings  required to comply with, and to fully  cooperate with,
the Company in complying with such laws, regulations, rules and policies.

4.4  Taxes

No Common Shares shall be delivered under the Plan to any Option Holder or other
person until such Option Holder or other person has made arrangements acceptable
to the Administrator for the satisfaction of any foreign, national, provincial
or local income and employment tax withholding obligations, including, without
limitation, obligations incident to the receipt of Common Shares or the
"disqualifying disposition" of Common Shares received on exercise of an ISO.
Upon exercise of an Option the Company shall withhold or collect from the Option
Holder an amount sufficient to satisfy each such tax obligation.

                                   ARTICLE 5
                                 ADMINISTRATION

5.1  Administration

The Plan  shall be  administered  by the  Board.  The Board may make,  amend and
repeal at any time and from time to time such regulations not inconsistent  with
the Plan as it may deem necessary or advisable for the proper administration and
operation  of the Plan and such  regulations  shall  form part of the Plan.  The
Board may delegate to the Administrator or any director,  officer or employee of
the Company such administrative duties and powers as it may see fit.

5.2  Interpretation

The  interpretation  by the Board of any of the  provisions  of the Plan and any
determination by it pursuant thereto shall be final and conclusive and shall not
be subject to any  dispute by any Option  Holder.  No member of the Board or any
person acting  pursuant to authority  delegated by it hereunder  shall be liable
for any action or  determination  in  connection  with the Plan made or taken in
good faith and each member of the Board and each such  person  shall be entitled
to  indemnification  with  respect to any such  action or  determination  in the
manner provided for by the Company.

5.3  Special Rules Applicable to Administration

To the extent the Company is subject to Section  162(m) of the Internal  Revenue
Code of 1986, as amended  ("Section  162(m)"),  grants of Options to persons who
are, or in the discretion of the Board may become,  the chief executive  officer
of the  Company or one of the four other  highest  compensated  officers  of the
Company for whom total  compensation  is required to be reported to stockholders
under  the  United  States  Securities  Exchange  Act of 1934,  as  amended,  as
determined  for the  purposes  of Section  162(m)  (collectively,  the  "Covered
Employees")  shall be made by a committee of the Board consisting of two or more
"outside directors" as that term is defined in the regulations promulgated under
Section 162(m). Notwithstanding the foregoing, the Board retains the full powers
set forth under paragraph 5.1 to the extent the Board  determines that it is not
in the best  interests  of the  Company  to comply  with the  "performance-based
compensation" requirements of Section 162(m).

<PAGE>

                                   ARTICLE 6
                        AMENDMENT, TERMINATION AND NOTICE

6.1  Prospective Amendment

The Board may from time to time amend the Plan and the terms and  conditions  of
any Option  thereafter to be granted and, without limiting the generality of the
foregoing, may make such amendment for the purpose of meeting any changes in any
relevant  law,  rule or  regulation  applicable  to the Plan,  any Option or the
Common  Shares,  or for any other purpose which may be permitted by all relevant
laws,  regulations,  rules and policies  provided always that any such amendment
shall not alter the terms or conditions of any Option or impair any right of any
Option Holder  pursuant to any Option  awarded prior to such  amendment.  To the
extent  necessary  to comply  with  securities  laws,  the  rules of  Regulatory
Authorities  or laws or rules  applicable  to ISOs,  the  Company  shall  obtain
shareholder approval of any Plan amendment in such a manner and to such a degree
as required.

6.2  Retrospective Amendment

The  Board may from time to time  retrospectively  amend the Plan and,  with the
consent of the  affected  Option  Holders,  retrospectively  amend the terms and
conditions of any Options that have been previously granted.

6.3  Amendment to Option

Notwithstanding anything else contained in the Plan and subject to any necessary
approval from the Option Holder,  the Company's  shareholders  or the Regulatory
Authorities,  the Board may in its  discretion (a) extend the Expiry Date of any
Option,  provided that in no case shall an Option be exercisable  later than the
tenth  anniversary  of the Award  Date of the  Option;  (b) alter or change  the
vesting  terms  applicable  to an Option,  including  accelerating  the  vesting
schedule to make the Option  exercisable  immediately,  in full;  (c) reduce the
Exercise Price; or (d) amend any other term of an outstanding Option.

6.4  Approvals

The Plan and any amendments hereto are subject to all necessary approvals of the
applicable Regulatory Authorities and shareholders.

6.5  Termination

The  Board may  terminate  the Plan at any time in its sole  discretion.  If not
earlier terminated,  the Plan shall  automatically  terminate 10 years after the
earlier of (a) the date that the Plan is adopted by the Board;  and (b) the date
that the Plan is approved by the shareholders of the Company. The termination of
the Plan  shall not alter the terms or  conditions  of any  Option or impair any
right of any Option Holder  pursuant to any Option  awarded prior to the date of
such termination.  For greater  certainty,  any Option that is outstanding as of
the date of termination of the Plan, whether such termination is automatic or at
the discretion of the Board,  shall remain outstanding until the Expiry Date and
shall continue to be governed by the provisions of the Plan.

<PAGE>

6.6  Agreement

The Company and every Option awarded  hereunder shall be bound by and subject to
the terms and conditions of the Plan. By accepting an Option granted  hereunder,
the Option Holder has expressly agreed with the Company to be bound by the terms
and conditions of the Plan.

6.7  Notice

Any notice or other communication contemplated under the Plan to be given by the
Company to an Option  Holder shall be given by the Company  delivering or faxing
the notice to the Option Holder at the last address for the Option Holder in the
Company's  records.  Any such  notice  shall be deemed to have been given on the
date on which it was  delivered,  or in the case of fax,  the next  business day
after  transmission.  An Option Holder may, at any time, advise the Company of a
change in the Option Holder's address or fax number.

<PAGE>

                                  SCHEDULE "A"

                          MINEFINDERS CORPORATION LTD.
                             2003 STOCK OPTION PLAN

                               OPTION CERTIFICATE


This  Certificate  is  issued  pursuant  to the  provisions  of the  Minefinders
Corporation  Ltd.  (the  "Company")  2003 Stock  Option  Plan (the  "Plan")  and
evidences  that ___ is the  holder  (the  "Option  Holder")  of an  option  (the
"Option")  to purchase  up to ___ Common  shares  (the  "Common  Shares") in the
capital stock of the Company at a purchase price of Cdn. $___ per Common Share.

Subject to the provisions of the Plan:

(a) the Award Date of the Option is ___; and

(b) the Fixed Expiry Date of the Option is ___.

The vested  portion or portions of the Option may be  exercised  at any time and
from time to time from and including  the Award Date through to 5:00 p.m.  local
time in  Vancouver,  British  Columbia on the Expiry Date by  delivering  to the
Administrator  of the Plan an Exercise  Notice,  in the form attached,  together
with this  Certificate  and a  certified  cheque or bank  draft  payable  to the
Company in an amount equal to the aggregate of the Exercise  Price of the Common
Shares in respect of which the Option is being exercised.

This Certificate and the Option evidenced hereby is not assignable, transferable
or negotiable and is subject to the detailed terms and conditions contained in
the Plan, the terms and conditions of which the Option Holder hereby expressly
agrees with the Company to be bound by. This Certificate is issued for
convenience only and in the case of any dispute with regard to any matter in
respect hereof, the provisions of the Plan and the records of the Company shall
prevail.

The  Option  is also  subject  to the  terms  and  conditions  contained  in the
schedules,  if any,  attached  hereto.  All terms not otherwise  defined in this
Certificate shall have the meanings given to them under the Plan.


<PAGE>

THE OPTION HOLDER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS CERTIFICATE OR
THE PLAN SHALL CONFER UPON THE OPTION HOLDER ANY RIGHT WITH RESPECT TO CONTINUED
EMPLOYMENT, OFFICERSHIP OR DIRECTORSHIP OR A CONTINUING CONSULTANT CONTRACT, NOR
SHALL IT INTERFERE WITH THE OPTION HOLDER'S RIGHT OR THE RIGHT OF THE COMPANY OR
ANY OF ITS AFFILIATES TO TERMINATE SUCH EMPLOYMENT, DIRECTORSHIP, OFFICERSHIP OR
CONTRACT FOR ANY REASON OR NO REASON.

Dated this ___ day of ___.



Minefinders Corporation Ltd.

Per:
         -------------------------------------
         Administrator, 2003 Stock Option Plan



Acknowledged by Option Holder

By:

         -------------------------------------
         Signature

         -------------------------------------
         Print Name

<PAGE>

                          OPTION CERTIFICATE - SCHEDULE


The additional terms and conditions attached to the Option represented by this
Option Certificate are as follows:

1. _____; and
2. _____.

Minefinders Corporation Ltd.

Per:
         -------------------------------------
         Administrator, 2003 Stock Option Plan

<PAGE>



            OPTION CERTIFICATE - SCHEDULE FOR UNITED STATES RESIDENTS


The additional terms and conditions attached to the Option represented by this
Certificate are as follows:

1.   Type of Option.  The  Company  may grant  either an ISO or a  Non-Qualified
     Option to an Option  Holder who is an Employee and a resident of the United
     States (as defined in Section 7701 of the Internal Revenue Code of 1986, as
     amended). The Option represented by this Certificate is an:

     |_| ISO

     |_| Non-Qualified Option ("NSO")

2.   Tax  Consequences.  Set out below is a brief summary as of the date of this
     Certificate  of some of the  United  States  federal  tax  consequences  of
     exercise of this Option and disposition of the Common Shares.  THIS SUMMARY
     IS NECESSARILY INCOMPLETE,  AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
     CHANGE.  THE OPTION HOLDER SHOULD CONSULT A TAX ADVISER  BEFORE  EXERCISING
     THIS OPTION OR DISPOSING OF THE COMMON SHARES.

     (a)  Exercise of NSO.  There may be a regular  United States federal income
          tax liability,  at ordinary income tax rates,  upon the exercise of an
          NSO. If the Option  Holder is an Employee  or a former  Employee,  the
          Company  shall  be  required  to  withhold  from the  Option  Holder's
          compensation  or  collect  from  the  Option  Holder  and  pay  to the
          applicable taxing  authorities an amount in cash equal to a percentage
          of this compensation income at the time of exercise, and may refuse to
          honour  the  exercise  and  refuse to  deliver  Common  Shares if such
          withholding amounts are not delivered at the time of exercise.

     (b)  Exercise of ISO. If this Option qualifies as an ISO, there shall be no
          regular  federal income tax liability upon the exercise of the Option,
          although the Option Holder may be subject to the  alternative  minimum
          tax in the year of exercise.

     (c)  Disposition  of Common  Shares.  The  disposition  of Common Shares is
          generally a taxable event.  The tax treatment  shall depend on whether
          the  Option  is an ISO or an NSO,  and on the  length of time that the
          Option Holder has held the Common Shares.

     (d)  Notice of  Disqualifying  Disposition  of ISO  Common  Shares.  If the
          Option  granted  to the  Option  Holder is an ISO,  and if the  Option
          Holder  sells  or  otherwise  disposes  of any of  the  Common  Shares
          acquired  upon  exercise  of the ISO on or before the later of (1) the
          date that is two years after the Award  Date;  or (2) the date that is
          one  year  after  the  date  of  exercise,  the  Option  Holder  shall
          immediately  notify the  Company in writing of such  disposition.  The
          Option  Holder  agrees that the Option Holder may be subject to income
          tax withholding by the Company on the compensation  income  recognized
          by the Option Holder.

3.   Tax  Consequences  of Holding Common Shares.  Upon exercise of this Option,
     the Option Holder should review the Company's most recent Form 20-F (if the
     Company is  required to file one) and consult his or her own tax adviser to
     determine if the Option Holder is subject to certain possible

<PAGE>

     United States federal  income tax  consequences  generally  applicable to a
     United States resident who owns Common Shares.

4.   Shareholder  Approval.  Any Option  granted to the Option Holder may not be
     exercised prior to the Company obtaining  shareholder approval of the Plan,
     or the issuance of Common Shares may be subject to rescission in accordance
     with the rules and policies of the Regulatory Authorities.



Minefinders Corporation Ltd.

Per:
         -------------------------------------
         Administrator, 2003 Stock Option Plan

<PAGE>



                                  SCHEDULE "B"

                          MINEFINDERS CORPORATION LTD.
                             2003 STOCK OPTION PLAN

                                 EXERCISE NOTICE


TO:               The Administrator, 2003 Stock Option Plan
                  Minefinders Corporation Ltd. (the "Company")
                  2288 - 1177 West Hastings Street
                  Vancouver, British Columbia, V6E 2K3

The undersigned hereby irrevocably gives notice, pursuant to the Company's 2003
Stock Option Plan (the "Plan"), of the exercise of the Option to acquire and
hereby subscribes for (cross out inapplicable item):

(a) all of the Common Shares; or

(b) ___________________ of the Common Shares;

which are the subject of the Option Certificate attached hereto.

The undersigned tenders herewith a certified cheque or bank draft (circle one)
payable to the Company in an amount equal to the aggregate Exercise Price of the
aforesaid Common Shares exercised and directs the Company to issue the
certificate evidencing said Common Shares in the name of the undersigned to be
mailed to the undersigned at the following address:


                           -----------------------------------

                           -----------------------------------

                           -----------------------------------

                           -----------------------------------



By executing this Exercise Notice, the undersigned hereby confirms that the
undersigned has read the Plan and agrees to be bound by the provisions of the
Plan. All terms not otherwise defined in this Exercise Notice shall have the
meanings given to them under the Plan or the attached Option Certificate.


DATED the ________ day of ____________________, __________.



                                                      --------------------------
                                                      Signature of Option Holder

<PAGE>

                                   EXHIBIT 5.1


December 12, 2003


Minefinders Corporation Ltd.
2288 - 1177 West Hastings Street
Vancouver, B.C.  V6E 2K3


Dear Sirs & Mesdames:


RE:      Minefinders Corporation Ltd.
         Registration Statement on Form S-8
-------------------------------------------------------


Reference is made to the above-captioned Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Minefinders Corporation Ltd. (the
"Registrant") with the Securities and Exchange Commission on or about December
15, 2003, for the purpose of registering under the Securities Act of 1933, as
amended, up to 1,110,138 common shares of the Registrant (the "Shares") under
the Registrant's 2003 Stock Option Plan (the "Plan").

For purposes of expressing the opinion set forth herein, we have examined
originals or copies, satisfactory to us, of all such corporate records and of
all such agreements, certificates and other documents as we have deemed relevant
and necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies. As to any facts
material to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Registrant.

We are solicitors qualified to practice law in the Province of Ontario and
express no opinion as to any laws or any matters governed by any laws other than
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.

We have also assumed that (i) the Registration Statement will be and remain
effective during the period when the Shares are offered and issued, (ii) the
full consideration stated in the Plan or any Plan certificate will be paid for
each share; (iii) appropriate certificates evidencing the Shares will be
executed and delivered by the Company; and (iv) all applicable securities laws
are complied with.

<PAGE>


Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, will be validly issued as fully paid and non-assessable.

We hereby consent to the use of our opinion as herein set forth as an exhibit to
the Registration Statement. In giving such consent, we do not hereby concede
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules and regulations promulgated
thereunder, or that we are "experts" within the meaning of the Securities Act of
1933 or the rules and regulation promulgated thereunder.



Yours truly,

(signed) Ogilvy Renault

<PAGE>


                                  EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS


Minefinders Corporation Ltd.
Vancouver, Canada

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 28, 2003 relating to the
consolidated financial statements of Minefinders Corporation Ltd., appearing in
the Company's Annual Report on Form 40-F for the year ended December 31, 2002.




/s/ BDO Dunwoody LLP
--------------------
BDO DUNWOODY LLP

Vancouver, Canada
December 12, 2003
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{"company-data": {"conformed-name": "MINEFINDERS CORP LTD", "cik": "0000926479", "assigned-sic": "1000", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111255", "film-number": "031059504"}, "business-address": {"street1": "1 DUNDAS ST WEST STE 2402 BOX 13", "city": "TORONTO ONTARIO M5S", "state": "A6", "zip": "00000"}}
As filed with the Securities and Exchange Commission on December ______, 2003
                                                        Registration No. 333-___

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          MINEFINDERS CORPORATION LTD.
             (Exact name of Registrant as specified in its charter)

                Ontario, Canada                          Not Applicable
(State or other jurisdiction of Incorporation           (I.R.S. Employer
                or organization)                           Identification No.)

  2288 - 1177 West Hastings Street, Vancouver, British Columbia, Canada V6E 2K3
                     Address of Principal Executive Offices

               Minefinders Corporation Ltd. 2003 Stock Option Plan
                           (Full titles of the plans)
                                 Mark H. Bailey
                        2288 - 1177 West Hastings Street,
                   Vancouver, British Columbia, Canada V6E 2K3
                     (Name and address of agent for service)
                                 (604) 687-6263
          (Telephone number, including area code, of agent for service)

                                 With a copy to
                              Richard Harris, Esq.
                                Harris & Thompson
                         6121 Lakeside Drive, Suite 260
                               Reno, Nevada 89511
                                 (775) 825-4300

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------

 Title of Each Class of             Amount to         Proposed Maximum Offering       Proposed Maximum Aggregate        Amount of
 Securities to be Registered(1)   be Registered            Price Per Share                  Offering Price          Registration Fee
 -----------------------------------------------------------------------------------------------------------------------------------
 Common Shares subject to
 outstanding options                 650,000                 US$8.14 (2)                     US$5,291,000               US$428.04
 Common Shares not subject to
 outstanding options                 460,138                 US$8.025(3)                   US$3,692,607.45              US$297.24

 Total                           1,110,138 shares                                          US$8,983,607.45              US$726.77
 -----------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     Plans described herein.

(2)  Based  on  the  average   exercise  price  of  options  granted  under  the
     Minefinders  Corporation  Ltd. 2003 Stock Option Plan outstanding as of the
     date of the filing of this registration statement.

(3)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the Registrant's  common shares on December 12, 2003, as
     quoted on the American Stock Exchange, which was US$ 8.025 per share.

(4)  U.S.  dollar  amounts are  calculated  based on the noon buying rate in New
     York City for cable transfers  payable in Canadian dollars as certified for
     customs  purposes by the Federal  Reserve  Bank of New York on December 12,
     2003. On such date the noon buying rate was Cdn.$ 1.00=US$ 0.7605.
This  registration  statement on Form S-8 registers common shares of Minefinders
Corporation  Ltd. (the  "Registrant")  to be issued  pursuant to the exercise of
options or rights  granted  under the  Minefinders  Corporation  Ltd. 2003 Stock
Option Plan.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents listed in (a) through (c) below are incorporated by reference in
this registration statement.

     (a)  The Registrant's  Annual Report on Form 40-F for the fiscal year ended
          December 31, 2002,  filed with the Securities and Exchange  Commission
          on May 7, 2003;

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934,  as  amended,  since the end of the
          fiscal year  covered by the annual  report  incorporated  by reference
          herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
          Registrant's  Registration  Statement  on  Form  8-A  filed  with  the
          Securities and Exchange Commission on January 17, 2003,  including any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

Not Applicable

Item 5.  Interests of Named Experts and Counsel.

None

Item 6.  Indemnification of Directors and Officers.

The Company's Bylaws and Articles of Incorporation provide that the Company
shall, subject to the limitations contained in the Business Corporation's Act
(Ontario), indemnify all directors and officers of the Company. Section 136 of
the Business Corporations Act (Ontario) provides in part that a corporation may
indemnify a director or officer of the corporation, a former director or officer
of the corporation or a person who acts or acted at the corporation's request as
a director or officer of a body corporate of which the corporation is or was a
shareholder or creditor, and his or her heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to which he or she is made a
party by reason of being or having been a director or officer of such
corporation or body corporate, if,

(a) he or she acted honestly and in good faith with a view to the best interests
of the corporation; and

(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he or she had reasonable grounds for believing
that his or her conduct was lawful.

The Company's Bylaws and Articles of Incorporation provide that with the
approval of the court, the Company may indemnify a present or former director or
officer of the Company or of another corporation of which the Company is or was
a shareholder, and his heirs and personal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by him, including an amount paid to
settle an action or satisfy a judgment in a civil, criminal or administrative
action or proceeding to which he is made a party by reason of his position
provided that the director or officer acted honestly and in good faith with a
view to the best interests of the corporation in respect of which he held the
position, and, in the case of a criminal or administrative action or proceeding,
had reasonable grounds for believing that his conduct was lawful.

The Registrant  maintains  Directors' and Officers'  Liability Insurance for its
Directors.

Item 7.  Exemption from Registration Claimed.

Not Applicable

Item 8.  Exhibits.

Exhibit Number                                       Exhibit

        4.1             Minefinders Corporation Ltd. 2003 Stock Option Plan
        5.1             Opinion and Consent of Ogilvy Renault
       23.1             Consent of Ogilvy Renault (included in Exhibit 5.1)
       23.2             Consent of BDO Dunwoody LLP
       24.1             Power of Attorney (included in signature page)

Item 9.  Undertakings.

A.   The undersigned Registrant hereby undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  to include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) to reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Securities  and  Exchange  Commission  pursuant to Rule
               424(b)  if, in the  aggregate,  the  changes  in volume and price
               represent  no more  than a 20%  change in the  maximum  aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement.

          (iii)to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

     (2)  that,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof; and

     (3)  to remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

B.   The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the Company's  annual report  pursuant to Section 13(a) or Section 15(d) of
     the Securities  Exchange Act of 1934, as amended,  (and, where  applicable,
     each filing of an
employee  benefit  plan's  annual  report  pursuant to section 15(d) of the
     Securities  Exchange  Act of 1934,  as  amended)  that is  incorporated  by
     reference  in  the  Registration  Statement  shall  be  deemed  to be a new
     Registration  Statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     has  been  advised  that in the  opinion  of the  Securities  and  Exchange
     Commission  such  indemnification  is against public policy as expressed in
     the Act and is,  therefore,  unenforceable.  In the event  that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Company of expenses incurred or paid by a director,  officer or controlling
     person of the  Company in the  successful  defense of any  action,  suit or
     proceeding) is asserted by such director,  officer or controlling person in
     connection with the securities being  registered,  the Company will, unless
     in the opinion of its counsel  the matter has been  settled by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.
Signatures

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada,
on this 12th day of December, 2003.

         MINEFINDERS CORPORATION LTD.

         By:/s/  "Mark H. Bailey"
         Name: Mark H. Bailey
         Title:   President and CEO

         By:/s/   "Jon N. Morda"
         Name:    Jon N. Morda
         Title:   Chief Financial Officer
                  (Principal Financial Officer and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

--------------------------------------------------------------------------------

Signature                        Title                        Date
--------------------------------------------------------------------------------

/s/ "Mark H. Bailey"             President, CEO and Director  December 12, 2003
Mark H. Bailey                   (Authorized     U. S.
                                 Representative)
--------------------------------------------------------------------------------

/s/  "Paul C. MacNeill"          Secretary and Director       December 12, 2003
Paul C. MacNeill
--------------------------------------------------------------------------------

/s/ "James Martin Dawson"        Director                     December 12, 2003
James Martin Dawson
--------------------------------------------------------------------------------

/s/  "H. Leo King"               Director                     December 12, 2003
H. Leo King
--------------------------------------------------------------------------------

/s/  "Robert Leclerc"            Director                     December 12, 2003
Robert Leclerc
--------------------------------------------------------------------------------

The Plan

Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada
on December 12, 2003.

Minefinders Corporation Ltd. 2003 Stock Option Plan

By:  /s/ "Mark H. Bailey"
     Mark H. Bailey
     President, CEO and Director

By:  /s/  "Paul C. MacNeill"
     Paul C. MacNeill
     Secretary and Director
Power of Attorney

         Each person whose signature appears below constitutes and appoints Mark
H. Bailey and Paul C. MacNeill, his attorney-in-fact, with the power of
substitution, for them in any and all capacities, to sign any amendments to this
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                      Title                                             Date

/s/ "Mark H. Bailey"           President, Chief Executive Officer and Director   December 12, 2003
Mark H. Bailey                 (Principal Executive Officer) (Authorized U. S.
                               Representative)

/s/ "Paul C. MacNeill"                                                           December 12, 2003
Paul C. MacNeill               Secretary and Director

/s/ "James Martin Dawson"                                                        December 12, 2003
James Martin Dawson            Director

/s/ "H. Leo King"                                                                December 12, 2003
H. Leo King                    Director

/s/ "Robert Leclerc"                                                             December 12, 2003
Robert Leclerc                 Director

/s/ "Jon N. Morda"                                                               December 12, 2003
Jon N. Morda                   Chief Financial Officer
                               (Principal Financial Officer and Accounting
                               Officer)
Exhibit index

    Exhibit Number                                    Exhibit

        4.1              Minefinders Corporation Ltd. 2003 Stock Option Plan
        5.1              Opinion and Consent of Ogilvy Renault
       23.1              Consent of Ogilvy Renault (included in Exhibit 5.1)
       23.2              Consent of BDO Dunwoody LLP
       24.1              Power of Attorney (included in signature page)
EXHIBIT 4.1

                          MINEFINDERS CORPORATION LTD.

                             2003 STOCK OPTION PLAN

                                 April 16, 2003

Approved by the Board
on April 16, 2003.

Approved by the shareholders
on June 10, 2003.

Approved by the TSX on June 26, 2003.
TABLE OF CONTENTS
Page

ARTICLE 1 DEFINITIONS AND INTERPRETATION..........................................................................1
   1.1   Definitions..............................................................................................1
   1.2   Choice of Law............................................................................................5
   1.3   Headings.................................................................................................5

ARTICLE 2 PURPOSE AND PARTICIPATION...............................................................................5
   2.1   Purpose..................................................................................................5
   2.2   Participation............................................................................................5
   2.3   Notification of Award....................................................................................5
   2.4   Copy of Plan.............................................................................................5
   2.5   Limitation...............................................................................................5

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS.........................................................................6
   3.1   Board to Issue Common Shares.............................................................................6
   3.2   Number of Common Shares..................................................................................6
   3.3   Term of Option...........................................................................................6
   3.4   Termination..............................................................................................6
   3.5   Exercise Price...........................................................................................8
   3.6   Additional Terms.........................................................................................8
   3.7   Assignment of Options....................................................................................9
   3.8   Adjustments..............................................................................................9
   3.9   Vesting..................................................................................................9
   3.10  Personal Information Form and Monitoring of Trading.....................................................10
   3.11  Designation of Award....................................................................................10

ARTICLE 4 EXERCISE OF OPTION.....................................................................................10
   4.1   Exercise of Option......................................................................................10
   4.2   Issue of Share Certificates.............................................................................10
   4.3   Condition of Issue......................................................................................10
   4.4   Taxes...................................................................................................11

ARTICLE 5 ADMINISTRATION.........................................................................................11
   5.1   Administration..........................................................................................11
   5.2   Interpretation..........................................................................................11
   5.3   Special Rules Applicable to Administration..............................................................11

ARTICLE 6 AMENDMENT, TERMINATION AND NOTICE......................................................................12
   6.1   Prospective Amendment...................................................................................12
   6.2   Retrospective Amendment.................................................................................12
   6.3   Amendment to Option.....................................................................................12
   6.4   Approvals...............................................................................................12
   6.5   Termination.............................................................................................12
6.6   Agreement...............................................................................................13
   6.7   Notice..................................................................................................13
2003 STOCK OPTION PLAN

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1  Definitions

     As used herein,  unless there is something in the subject matter or context
     inconsistent  therewith,  the  following  terms shall have the meanings set
     forth below:

     (a)  "Administrator"  means,  initially,  the  Secretary of the Company and
          thereafter  shall  mean  such  director  or other  senior  officer  or
          employee of the Company as may be designated as  Administrator  by the
          Board from time to time.

     (b)  "Award  Date"  means the date on which the Board  awards a  particular
          Option.

     (c)  "Board" means the board of directors of the Company,  or any committee
          thereof to which the board of directors  of the Company has  delegated
          the power to administer and grant Options under the Plan.

     (d)  "Cause" means:

          (i)  in the case of an  Employee  (1) cause as such term is defined in
               the written employment agreement with the Employee or if there is
               no written employment  agreement or cause is not defined therein,
               the usual  meaning of just cause under the common law or the laws
               of the jurisdiction in which the employee is employed; or (2) the
               termination  of  employment  as a result of an order  made by any
               Regulatory Authority having jurisdiction to so order;

          (ii) in the  case of a  Consultant  (1) the  occurrence  of any  event
               which, under the written consulting  contract with the Consultant
               or the  common law or the laws of the  jurisdiction  in which the
               consultant  provides  services,  gives the  Company or any of its
               affiliates  the right to  immediately  terminate  the  consulting
               contract;  or (2) the termination of the consulting contract as a
               result  of an  order  made  by any  Regulatory  Authority  having
               jurisdiction to so order;

          (iii)in the case of a  Director,  ceasing to be a Director as a result
               of (1) ceasing to meet the  qualifications set out in section 118
               of the  Business  Corporations  Act  (Ontario);  (2) a resolution
               having been passed by the  shareholders  under section 122 of the
               Business Corporations Act (Ontario);  or (3) an order made by any
               Regulatory Authority having jurisdiction to so order; or

          (iv) in the case of an  Officer,  ceasing to be an Officer as a result
               of an order made by any Regulatory  Authority having jurisdiction
               to so order.

     (e)  "Change of Control"  means and shall be deemed to have occurred if one
          of the following events takes place:
(i)  the  Company  sells,  leases  or  otherwise  disposes  of  all or
               substantially  all of its assets and undertaking to a Person or a
               combination  of Persons at arm's  length to the  Company  and its
               affiliates, whether pursuant to one or more transactions;

          (ii) the Company amalgamates or enters into a plan of arrangement with
               another   company  at  arm's   length  to  the  Company  and  its
               affiliates,  other than an  amalgamation  or plan of  arrangement
               that  would  result  in the  voting  securities  of  the  Company
               outstanding  immediately  prior  thereto  continuing to represent
               (either  by  remaining  outstanding  or by being  converted  into
               voting securities of the surviving or resulting entity) more than
               50% of the combined  voting  power of the  surviving or resulting
               entity outstanding immediately after such amalgamation or plan of
               arrangement;

          (iii)any  Person or  combination  of  Persons  at arm's  length to the
               Company and its  affiliates  acquires  or becomes the  beneficial
               owner of,  directly  or  indirectly,  more than 50% of the voting
               securities of the Company,  whether  through the  acquisition  of
               previously issued and outstanding voting securities, or of voting
               securities  that  have  not  been  previously   issued,   or  any
               combination  thereof,  or any other transaction  having a similar
               effect; or

          (iv) any  resolution  is passed or any action or  proceeding  is taken
               with respect to the liquidation, dissolution or winding-up of the
               Company.

     (f)  "Common Share" or "Common  Shares"  means,  as the case may be, one or
          more common shares without par value in the capital of the Company.

     (g)  "Company" means Minefinders  Corporation Ltd., a company  incorporated
          under the laws of the Province of Ontario.

     (h)  "Consultant"  has the  meaning  given  to that  term in BC  Instrument
          45-507,  and for the purposes of the Plan includes  consultants of the
          Company and any of its affiliates,  as well as consultant companies of
          the Company and any of its affiliates.

     (i)  "consultant company" means for an individual consultant,  a company of
          which the individual is an employee or shareholder.

     (j)  "Director"  has the meaning given to that term in the  Securities  Act
          (British  Columbia),  and  for  the  purposes  of  the  Plan  includes
          directors of the Company and any of its affiliates.

     (k)  "Disability"  means the Option Holder is  permanently  unable to carry
          out the responsibilities and duties of the position held by the Option
          Holder by  reason of any  medically  determinable  physical  or mental
          impairment.  An Option Holder shall not be considered to have incurred
          a  Disability  unless  he or she  furnishes  proof of such  impairment
          sufficient to satisfy the  Administrator in the  Administrator's  sole
          discretion.

     (l)  "Eligible   Persons"   means   Directors,   Officers,   Employees  and
          Consultants.

     (m)  "Employee" has the meaning given to that term in BC Policy 45-601, and
          for the purposes of the Plan includes employees of the Company and any
          of its affiliates.
(n)  "Exercise  Notice"  means the notice  respecting  the  exercise  of an
          Option,  in the form set out as Schedule "B" hereto,  duly executed by
          the Option Holder.

     (o)  "Exercise  Period" means the period  during which a particular  Option
          may be exercised  and is the period from and  including the Award Date
          through to and including the Expiry Date.

     (p)  "Exercise  Price"  means the price at which an Option may be exercised
          as  determined  in accordance  with  paragraph  3.5.

     (q)  "Expiry Date" means the date  determined in accordance  with paragraph
          3.4 and after which a particular Option cannot be exercised.

     (r)  "Fixed Expiry Date" has the meaning given to that term under paragraph
          3.4.

     (s)  "insider"  has the meaning  given to that term in the  Securities  Act
          (Ontario).

     (t)  "ISO" means an Option that is an  Incentive  Stock Option as that term
          is defined in Section 422 of the  Internal  Revenue  Code of 1986,  as
          amended.

     (u)  "Market Price" of the Common Shares for a particular  Award Date shall
          be determined as follows:

          (i)  for each  organized  trading  facility on which the Common Shares
               are listed,  Market Price shall be the closing  trading  price of
               the Common Shares on the last trading day  immediately  preceding
               the Award Date;

          (ii) if the  Common  Shares  are  listed  on more  than one  organized
               trading  facility,  then Market Price shall be the greater of the
               Market Prices  determined for each organized  trading facility on
               which  those  Common  Shares  are listed as  determined  for each
               organized trading facility in accordance with section (i) above;

          (iii)if the Common Shares are listed on one or more organized  trading
               facility  but have not traded  during  the 10 trading  day period
               immediately preceding the Award Date, then the Market Price shall
               be,  subject  to  the  necessary   approvals  of  the  applicable
               Regulatory Authorities, such value as is determined by resolution
               of the Board; and

          (iv) if the  Common  Shares are not  listed on any  organized  trading
               facility,  then  the  Market  Price  shall  be,  subject  to  the
               necessary approvals of the applicable Regulatory Authorities, the
               fair  market  value of the  Common  Shares on the  Award  Date as
               determined by the Board in its discretion.

     (v)  "Officer"  means a  senior  officer  as such  term is  defined  in the
          Securities  Act (British  Columbia),  and for the purposes of the Plan
          includes senior officers of the Company and any of its affiliates.

     (w)  "Option"  means an option to  acquire  Common  Shares,  awarded  to an
          Eligible Person pursuant to the Plan.
(x)  "Option  Certificate"  means the  certificate,  in the form set out as
          Schedule "A" hereto, evidencing an Option.

     (y)  "Option  Holder" means a person (or,  where  applicable,  a consultant
          company)  who holds an  unexercised  and  unexpired  Option or,  where
          applicable, the Personal Representative of such person.

     (z)  "Person" means any individual, partnership, limited partnership, joint
          venture,  syndicate, sole proprietorship,  company or corporation with
          or without share capital,  unincorporated association, trust, trustee,
          executor,   administrator  or  other  legal  personal  representative,
          regulatory body or agency, government or governmental agency or entity
          however designated or constituted.

     (aa) "Personal Representative" means:

          (i)  in  the  case  of a  deceased  Option  Holder,  the  executor  or
               administrator of the deceased duly appointed by a court or public
               authority having jurisdiction to do so; and

          (ii) in the case of an Option  Holder  who for any reason is unable to
               manage his or her affairs,  the person  entitled by law to act on
               behalf of such Option Holder.

     (bb) "Plan" means this 2003 Stock Option Plan.

     (cc) "Regulatory  Authorities"  means  all  stock  exchanges,  inter-dealer
          quotation networks and other organized trading facilities on which the
          Company's Shares are listed and all securities  commissions or similar
          securities regulatory bodies having jurisdiction over the Company.

     (dd) "Securities Laws" means securities legislation, securities regulations
          and securities rules, as amended, and the instruments,  forms, notices
          and policy documents in force from time to time that are applicable to
          the Company.

     (ee) "Share" or "Shares"  means,  as the case may be, one or more shares of
          any class in the share capital of the Company from time to time.

     (ff) "Termination Date" means:

          (i)  in the case of the Option Holder's resignation from employment or
               the termination of the Option Holder's consulting contract by the
               Option Holder, the date that the Option Holder provides notice of
               such  resignation  or  termination  to the  Company or any of its
               affiliates; or

          (ii) in the case of the termination of the Option Holder's  employment
               or  consulting  contract by the Company or any of its  affiliates
               for any reason  (whether such  termination is lawful or unlawful)
               other than death or Disability,  the date that the Company or any
               of its  affiliates  delivers  written  notice  of such  lawful or
               unlawful   termination  of  the  Option  Holder's  employment  or
               consulting contract to the Option Holder; or
(iii)in the case of the expiry of a  fixed-term  employment  agreement
               or consulting contract that is not renewed or extended,  the last
               day of the term.

     (gg) "TSX" means the Toronto Stock Exchange.

1.2  Choice of Law

     The Plan is  established  under,  and the  provisions  of the Plan shall be
     subject to and  interpreted  and construed in accordance  with, the laws of
     the Province of British Columbia.

1.3  Headings

     The headings used herein are for convenience only and are not to affect the
     interpretation of the Plan.

                                    ARTICLE 2
                            PURPOSE AND PARTICIPATION

2.1  Purpose

The purpose of the Plan is to provide the Company with a share-related mechanism
to attract, retain and motivate qualified Directors,  Officers,  Consultants and
Employees,  to  reward  such  of  those  Directors,  Officers,  Consultants  and
Employees  as may be  awarded  Options  under the Plan by the Board from time to
time for their  contributions  toward the long term goals of the  Company and to
enable and encourage  such  Directors,  Officers,  Consultants  and Employees to
acquire Common Shares as long term investments.

2.2  Participation

The Board shall,  from time to time and in its sole discretion,  determine which
of the Eligible Persons, if any, shall be awarded Options. The Board may, in its
sole  discretion,  grant the majority of the Options to insiders of the Company.
However,  in no case shall the number of shares reserved for issuance to any one
individual pursuant to Options exceed 5% of the outstanding issue.

2.3  Notification of Award

Following the award of an Option by the Board,  the  Administrator  shall notify
the Option Holder in writing of the award and shall enclose with such notice the
Option Certificate representing the Option so awarded.

2.4  Copy of Plan

Each  Option  Holder,  concurrently  with the notice of the award of the Option,
shall be provided  with a copy of the Plan. A copy of any  amendment to the Plan
shall be promptly provided by the Administrator to each Option Holder.

2.5  Limitation

The Plan does not give any Option Holder that is a Director or Officer the right
to serve or  continue to serve as a Director or Officer of the Company or any of
its  affiliates  nor does it give  any  Option  Holder  that is an  Employee  or
Consultant  the  right  to be or to  continue  to be  employed  with  or  have a
consulting contract with the Company or any of its affiliates.
ARTICLE 3
                         TERMS AND CONDITIONS OF OPTIONS

3.1  Board to Issue Common Shares

The Common  Shares to be issued to Option  Holders  upon the exercise of Options
shall be authorized and unissued  Common Shares the issuance of which shall have
been authorized by the Board.

3.2  Number of Common Shares

Subject to adjustment  as provided for in paragraph 3.8 of the Plan,  the number
of Common  Shares  that  shall be  available  for  Eligible  Persons  to acquire
pursuant  to options  awarded by the Board  shall not  exceed  1,110,138  Common
Shares.  If any option  expires or otherwise  terminates  for any reason without
having been  exercised in full,  the number of Common Shares in respect of which
the option was not exercised shall be available for the purposes of the Plan.

3.3  Term of Option

Subject to such other  terms or  conditions  that may be  attached  to an Option
granted hereunder,  an Option Holder may exercise any vested portion or portions
of an  Option in whole or in part at any time or from  time to time  during  the
Exercise  Period.  Any Option or part thereof not exercised  within the Exercise
Period shall  terminate  and become null,  void and of no effect as of 5:00 p.m.
local time in Vancouver, British Columbia on the Expiry Date.

3.4  Termination

Subject to subparagraphs (a) to (f) below, the Expiry Date of an Option shall be
the date fixed by the Board at the time the  particular  Option is awarded  (the
"Fixed Expiry  Date"),  provided that the Expiry Date shall be no later than the
tenth  anniversary  of the Award Date of such Option (and  provided  that in the
case of an Option  that is  intended to qualify as an ISO and that is awarded to
an Option  Holder who, at the time of award owns Shares  representing  more than
10% of the voting power of all classes of Shares of the Company or any parent or
subsidiary  of the  Company,  the  Expiry  Date shall be no later than the fifth
anniversary of the Award Date of the Option):

     (a)  Death

          If the Option Holder dies while his or her Option is outstanding, then
          unless otherwise provided for in the Option Certificate, the following
          shall apply. The Expiry Date for any vested portion or portions of the
          Option shall be the earlier of the Fixed Expiry Date and the date that
          is six months after the date of the Option Holder's death.  The Expiry
          Date for any  unvested  portion of the Option shall be the date of the
          Option  Holder's  death.  The right to purchase Common Shares under an
          Option shall not vest after the date of the Option Holder's death.

     (b)  Disability

          If the Option  Holder  ceases to be an Eligible  Person by reason of a
          Disability  while  his or  her  Option  is  outstanding,  then  unless
          otherwise provided for in the Option Certificate,  the following shall
          apply.  The Expiry  Date for any vested  portion  or  portions  of the
          Option shall be the earlier of the Fixed Expiry Date and the date that
          is six months  after
the date that the Option Holder ceases to be an Eligible  Person.  The
          Expiry Date for any  unvested  portion of the Option shall be the date
          that the Option Holder ceases to be an Eligible  Person.  The right to
          purchase  Common  Shares under an Option shall not vest after the date
          that the Option Holder ceases to be an Eligible Person.

     (c)  Ceasing to be a Director

          If the  Option  Holder  holds an Option as a  Director  and the Option
          Holder  ceases  to be a  Director  (other  than by  reason of death or
          Disability),   then  unless  otherwise  provided  for  in  the  Option
          Certificate, the following shall apply. The Expiry Date for any vested
          portion or  portions  of the Option  shall be the earlier of the Fixed
          Expiry Date and the 90th day following the date that the Option Holder
          ceases  to be a  Director  unless  the  Option  Holder  ceases to be a
          Director  for Cause,  in which case the Expiry  Date shall be the date
          that the Option  Holder  ceases to be a Director.  The Expiry Date for
          any  unvested  portion of the Option shall be the date that the Option
          Holder  ceases to be a Director.  The right to purchase  Common Shares
          under an Option  shall not vest after the date that the Option  Holder
          ceases to be a Director.

     (d)  Ceasing to be an Employee or Consultant

          If the Option Holder holds an Option as an Employee or Consultant  and
          the Option Holder  ceases to be an Employee or Consultant  (other than
          by reason of death or Disability),  then unless otherwise provided for
          in the Option Certificate,  the following shall apply. The Expiry Date
          for any vested  portion or portions of the Option shall be the earlier
          of the Fixed Expiry Date and the 90th day  following  the  Termination
          Date unless the Option  Holder  ceases to be an Employee or Consultant
          as a result of  Cause,  in which  case the  Expiry  Date  shall be the
          Termination  Date.  The Expiry  Date for any  unvested  portion of the
          Option shall be the  Termination  Date.  The right to purchase  Common
          Shares under an Option shall not vest after the Termination Date.

     (e)  Ceasing to be an Officer

          If the  Option  Holder  holds an Option as an  Officer  and the Option
          Holder  ceases  to be an  Officer  (other  than by  reason of death or
          Disability),   then  unless  otherwise  provided  for  in  the  Option
          Certificate, the following shall apply. The Expiry Date for any vested
          portion or  portions  of the Option  shall be the earlier of the Fixed
          Expiry Date and the 90th day following the date that the Option Holder
          ceases to be an  Officer  unless  the  Option  Holder  ceases to be an
          Officer  for Cause,  in which  case the Expiry  Date shall be the date
          that the Option  Holder  ceases to be an Officer.  The Expiry Date for
          any  unvested  portion of the Option shall be the date that the Option
          Holder  ceases to be an Officer.  The right to purchase  Common Shares
          under an Option  shall not vest after the date that the Option  Holder
          ceases to be an Officer.

     (f)  Change of Control

          In the event of a Change of Control or an impending  Change of Control
          the Board may, if it  reasonably  determines  that it is  necessary or
          desirable for the Company to do so in  conjunction  with the Change of
          Control, deal with outstanding Options in a manner that it deems to be
          fair and reasonable in light of the  circumstances.  Without  limiting
          the
generality  of the  foregoing,  the Board may,  without  any action or
          consent required on the part of any Option Holder:

          (i)  deliver a notice to the Option Holder  advising the Option Holder
               that  the  unvested  portion  of the  Option  held by the  Option
               Holder, if any, shall immediately vest;

          (ii) deliver a notice to the Option Holder  advising the Option Holder
               that  the  unvested  portion  of the  Option  held by the  Option
               Holder,  if any, shall immediately vest and that the Option shall
               expire on the Expiry Date set forth in the notice; or

          (iii)take such other  actions as it deems  fair and  reasonable  under
               the circumstances.

The foregoing subparagraphs (c) through (e) shall only apply once an Option
Holder ceases to fall into any of the categories of Eligible Persons. The Board
and the Administrator shall look to which of the definitions of Employee,
Director, Officer or Consultant the Option Holder met immediately prior to the
Option Holder ceasing to be an Eligible Person to determine which of
subparagraphs (c) through (e) shall apply. If the Option Holder met more than
one definition, then the following shall apply. If the Option Holder was an
Employee or Consultant, then the Option Holder shall be deemed to hold his or
her Option as an Employee or Consultant regardless of whether the Option Holder
was also a Director or Officer. If the Option Holder was a Director but not an
Employee or Consultant, then the Option Holder shall be deemed to hold his or
her Option as a Director regardless of whether the Option Holder was also an
Officer.

3.5  Exercise Price

The  price at which an  Option  Holder  may  purchase  a Common  Share  upon the
exercise of an Option shall be as set forth in the Option  Certificate issued in
respect of such Option and in any event shall not be less than the Market  Price
of the Common Shares as of the Award Date, subject to the following:

     (a)  in no  case  shall  the  Exercise  Price  be  less  than  the  minimum
          prescribed by the  Regulatory  Authorities as would apply to the Award
          Date in question; and

     (b)  in the case of an Option intended to qualify as an ISO, the per Common
          Share  Exercise  Price of the ISO  shall be not less  than 100% of the
          Market Price of the Company's  Common Shares as of the Award Date, or,
          in the case of an ISO granted to an Option  Holder who, at the time of
          the grant of such ISO owns  Shares  representing  more than 10% of the
          voting  power of all classes of Shares of the Company or any parent or
          subsidiary  of the Company,  not less than 110% of the Market Price of
          the Company's Common Shares as of the Award Date.

3.6  Additional Terms

Subject to all  applicable  Securities  Laws and the rules and  policies  of all
applicable  Regulatory  Authorities,  the  Board  may  attach  other  terms  and
conditions to the award of a particular Option,  such terms and conditions to be
referred to in a schedule  attached to the Option  Certificate.  These terms and
conditions may include, but are not necessarily limited to, the following:
(a)  providing  that an Option or a portion or portions of an Option expire
          on a  certain  date,  after  certain  periods  of  time  or  upon  the
          occurrence  of certain  events  other  than as  provided  for  herein,
          provided  that no Option  shall  expire  more than 10 years  after the
          Award  Date,  and no Option  that is intended to qualify as an ISO and
          which is awarded to an Option Holder who, at the time of award of such
          ISO owns Shares  representing more than 10% of the voting power of all
          classes of Shares of the  Company or any parent or  subsidiary  of the
          Company, shall expire more than five years after the Award Date; and

     (b)  providing  that  an  Option  issued  to,  held by or  exercised  by an
          Employee who is a citizen or resident of the United States of America,
          and  otherwise  meeting the statutory  requirements,  be treated as an
          ISO, subject to the other provisions in the Plan concerning ISOs.

3.7  Assignment of Options

Options may not be assigned or transferred,  provided  however that the Personal
Representative  of an Option  Holder may, to the extent  permitted  by paragraph
4.1, exercise the Option within the Exercise Period.

3.8  Adjustments

Subject to any required action by the shareholders of the Company, the number of
Common Shares subject to each outstanding Option and the number of Common Shares
that have been authorized for issuance under the Plan but as to which no Options
have yet been  granted or that have again become  available  for the purposes of
the Plan, the Exercise Price of each  outstanding  Option,  as well as any other
terms that the Board  determines  require  adjustment  shall be  proportionately
adjusted for (i) any increase or decrease in the number of issued  Common Shares
resulting from a stock split,  reverse stock split, stock dividend,  combination
or reclassification  of the Common Shares, or similar transaction  affecting the
Common  Shares;  and (ii) any other increase or decrease in the number of issued
Common  Shares  effected  without  receipt  of  consideration  by  the  Company,
provided,  however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration" (in
each case,  the  "Event").  Such  adjustment  shall be made by the Board and its
determination  shall be  final,  binding  and  conclusive.  Except  as the Board
determines,  no issuance by the  Company of Shares of any class,  or  securities
convertible into Shares of any class,  shall affect, and no adjustment by reason
thereof  shall be made with  respect to, the number or Exercise  Price of Common
Shares  subject to an Option.  No  fractional  shares  shall be issued  upon the
exercise of an Option and  accordingly,  if as a result of the Event,  an Option
Holder would become  entitled to a fractional  Common Share,  such Option Holder
shall have the right to  purchase  only the next lowest  whole  number of Common
Shares  and no  payment or other  adjustment  shall be made with  respect to the
fractional interest so disregarded.

3.9  Vesting

The  Board  may,  in its  sole  discretion,  attach  a term  or  condition  to a
particular  Option providing that the Option shall vest over a certain period of
time or upon the occurrence of certain  events.  The Board may also, in its sole
discretion, attach a term or condition to a particular Option providing that the
Option shall be exercisable  immediately,  in full,  notwithstanding that it has
vesting provisions, upon the occurrence of certain events other than as provided
for herein.
3.10 Personal Information Form and Monitoring of Trading

An Option Holder who becomes a new insider of the Company or who is  undertaking
investor  relations  activities  must file a Personal  Information  Form or such
other  documents  as may be required by the  Regulatory  Authorities.  An Option
Holder  who  performs  investor  relations   activities  must  comply  with  all
procedures established by the Board or the Regulatory Authorities to monitor the
Option Holder's trading in the securities of the Company.

3.11 Designation of Award

Each Option issued to a United States citizen or resident shall be designated in
the Option  Certificate - Schedule either as an ISO or a  Non-Qualified  Option.
However,  notwithstanding  such  designation,  to the extent that the  aggregate
Market Price of Common Shares subject to Options  designated as ISOs that become
exercisable  for the first time by an Option  Holder  during any  calendar  year
(under  all  plans of the  Company  or any  affiliate  of the  Company)  exceeds
US$100,000, such excess ISOs, to the extent of the Common Shares covered thereby
in  excess  of the  foregoing  limitation,  shall be  treated  as  Non-Qualified
Options.  For this  purpose,  ISOs shall be taken  into  account in the order in
which they were  awarded,  and the Market  Price of the Common  Shares  shall be
determined as of the Award Date of the relevant ISO.

                                   ARTICLE 4
                               EXERCISE OF OPTION

4.1  Exercise of Option

An Option may be exercised only by the Option Holder or the Personal
Representative of the Option Holder. An Option Holder or the Personal
Representative of the Option Holder may exercise the vested portion or portions
of an Option in whole or in part at any time or from time to time during the
Exercise Period up to 5:00 p.m. local time in Vancouver, British Columbia on the
Expiry Date by delivering to the Administrator an Exercise Notice, the
applicable Option Certificate and a certified cheque or bank draft payable to
the Company in an amount equal to the aggregate Exercise Price of the Common
Shares to be purchased pursuant to the exercise of the Option.

4.2      Issue of Share Certificates

As soon as practicable following the receipt of the Exercise Notice, the
Administrator shall cause to be delivered to the Option Holder a certificate for
the Common Shares purchased by the Option Holder. If the number of Common Shares
in respect of which the Option was exercised is less than the number of Common
Shares subject to the Option Certificate surrendered, the Administrator shall
forward a new Option Certificate to the Option Holder concurrently with delivery
of the share certificate for the balance of the Common Shares available under
the Option.

4.3      Condition of Issue

The Options and the issue of Common Shares by the Company pursuant to the
exercise of Options are subject to the terms and conditions of the Plan and
compliance with the rules and policies of all applicable Regulatory Authorities
with respect to the granting of such Options and the issuance and distribution
of such Common Shares, and to all applicable Securities Laws. The Option Holder
agrees to comply with all such laws, regulations, rules and policies and agrees
to furnish to the Company any information,
reports or  undertakings  required to comply with, and to fully  cooperate with,
the Company in complying with such laws, regulations, rules and policies.

4.4  Taxes

No Common Shares shall be delivered under the Plan to any Option Holder or other
person until such Option Holder or other person has made arrangements acceptable
to the Administrator for the satisfaction of any foreign, national, provincial
or local income and employment tax withholding obligations, including, without
limitation, obligations incident to the receipt of Common Shares or the
"disqualifying disposition" of Common Shares received on exercise of an ISO.
Upon exercise of an Option the Company shall withhold or collect from the Option
Holder an amount sufficient to satisfy each such tax obligation.

                                   ARTICLE 5
                                 ADMINISTRATION

5.1  Administration

The Plan  shall be  administered  by the  Board.  The Board may make,  amend and
repeal at any time and from time to time such regulations not inconsistent  with
the Plan as it may deem necessary or advisable for the proper administration and
operation  of the Plan and such  regulations  shall  form part of the Plan.  The
Board may delegate to the Administrator or any director,  officer or employee of
the Company such administrative duties and powers as it may see fit.

5.2  Interpretation

The  interpretation  by the Board of any of the  provisions  of the Plan and any
determination by it pursuant thereto shall be final and conclusive and shall not
be subject to any  dispute by any Option  Holder.  No member of the Board or any
person acting  pursuant to authority  delegated by it hereunder  shall be liable
for any action or  determination  in  connection  with the Plan made or taken in
good faith and each member of the Board and each such  person  shall be entitled
to  indemnification  with  respect to any such  action or  determination  in the
manner provided for by the Company.

5.3  Special Rules Applicable to Administration

To the extent the Company is subject to Section  162(m) of the Internal  Revenue
Code of 1986, as amended  ("Section  162(m)"),  grants of Options to persons who
are, or in the discretion of the Board may become,  the chief executive  officer
of the  Company or one of the four other  highest  compensated  officers  of the
Company for whom total  compensation  is required to be reported to stockholders
under  the  United  States  Securities  Exchange  Act of 1934,  as  amended,  as
determined  for the  purposes  of Section  162(m)  (collectively,  the  "Covered
Employees")  shall be made by a committee of the Board consisting of two or more
"outside directors" as that term is defined in the regulations promulgated under
Section 162(m). Notwithstanding the foregoing, the Board retains the full powers
set forth under paragraph 5.1 to the extent the Board  determines that it is not
in the best  interests  of the  Company  to comply  with the  "performance-based
compensation" requirements of Section 162(m).
ARTICLE 6
                        AMENDMENT, TERMINATION AND NOTICE

6.1  Prospective Amendment

The Board may from time to time amend the Plan and the terms and  conditions  of
any Option  thereafter to be granted and, without limiting the generality of the
foregoing, may make such amendment for the purpose of meeting any changes in any
relevant  law,  rule or  regulation  applicable  to the Plan,  any Option or the
Common  Shares,  or for any other purpose which may be permitted by all relevant
laws,  regulations,  rules and policies  provided always that any such amendment
shall not alter the terms or conditions of any Option or impair any right of any
Option Holder  pursuant to any Option  awarded prior to such  amendment.  To the
extent  necessary  to comply  with  securities  laws,  the  rules of  Regulatory
Authorities  or laws or rules  applicable  to ISOs,  the  Company  shall  obtain
shareholder approval of any Plan amendment in such a manner and to such a degree
as required.

6.2  Retrospective Amendment

The  Board may from time to time  retrospectively  amend the Plan and,  with the
consent of the  affected  Option  Holders,  retrospectively  amend the terms and
conditions of any Options that have been previously granted.

6.3  Amendment to Option

Notwithstanding anything else contained in the Plan and subject to any necessary
approval from the Option Holder,  the Company's  shareholders  or the Regulatory
Authorities,  the Board may in its  discretion (a) extend the Expiry Date of any
Option,  provided that in no case shall an Option be exercisable  later than the
tenth  anniversary  of the Award  Date of the  Option;  (b) alter or change  the
vesting  terms  applicable  to an Option,  including  accelerating  the  vesting
schedule to make the Option  exercisable  immediately,  in full;  (c) reduce the
Exercise Price; or (d) amend any other term of an outstanding Option.

6.4  Approvals

The Plan and any amendments hereto are subject to all necessary approvals of the
applicable Regulatory Authorities and shareholders.

6.5  Termination

The  Board may  terminate  the Plan at any time in its sole  discretion.  If not
earlier terminated,  the Plan shall  automatically  terminate 10 years after the
earlier of (a) the date that the Plan is adopted by the Board;  and (b) the date
that the Plan is approved by the shareholders of the Company. The termination of
the Plan  shall not alter the terms or  conditions  of any  Option or impair any
right of any Option Holder  pursuant to any Option  awarded prior to the date of
such termination.  For greater  certainty,  any Option that is outstanding as of
the date of termination of the Plan, whether such termination is automatic or at
the discretion of the Board,  shall remain outstanding until the Expiry Date and
shall continue to be governed by the provisions of the Plan.
6.6  Agreement

The Company and every Option awarded  hereunder shall be bound by and subject to
the terms and conditions of the Plan. By accepting an Option granted  hereunder,
the Option Holder has expressly agreed with the Company to be bound by the terms
and conditions of the Plan.

6.7  Notice

Any notice or other communication contemplated under the Plan to be given by the
Company to an Option  Holder shall be given by the Company  delivering or faxing
the notice to the Option Holder at the last address for the Option Holder in the
Company's  records.  Any such  notice  shall be deemed to have been given on the
date on which it was  delivered,  or in the case of fax,  the next  business day
after  transmission.  An Option Holder may, at any time, advise the Company of a
change in the Option Holder's address or fax number.
SCHEDULE "A"

                          MINEFINDERS CORPORATION LTD.
                             2003 STOCK OPTION PLAN

                               OPTION CERTIFICATE

This  Certificate  is  issued  pursuant  to the  provisions  of the  Minefinders
Corporation  Ltd.  (the  "Company")  2003 Stock  Option  Plan (the  "Plan")  and
evidences  that ___ is the  holder  (the  "Option  Holder")  of an  option  (the
"Option")  to purchase  up to ___ Common  shares  (the  "Common  Shares") in the
capital stock of the Company at a purchase price of Cdn. $___ per Common Share.

Subject to the provisions of the Plan:

(a) the Award Date of the Option is ___; and

(b) the Fixed Expiry Date of the Option is ___.

The vested  portion or portions of the Option may be  exercised  at any time and
from time to time from and including  the Award Date through to 5:00 p.m.  local
time in  Vancouver,  British  Columbia on the Expiry Date by  delivering  to the
Administrator  of the Plan an Exercise  Notice,  in the form attached,  together
with this  Certificate  and a  certified  cheque or bank  draft  payable  to the
Company in an amount equal to the aggregate of the Exercise  Price of the Common
Shares in respect of which the Option is being exercised.

This Certificate and the Option evidenced hereby is not assignable, transferable
or negotiable and is subject to the detailed terms and conditions contained in
the Plan, the terms and conditions of which the Option Holder hereby expressly
agrees with the Company to be bound by. This Certificate is issued for
convenience only and in the case of any dispute with regard to any matter in
respect hereof, the provisions of the Plan and the records of the Company shall
prevail.

The  Option  is also  subject  to the  terms  and  conditions  contained  in the
schedules,  if any,  attached  hereto.  All terms not otherwise  defined in this
Certificate shall have the meanings given to them under the Plan.
THE OPTION HOLDER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS CERTIFICATE OR
THE PLAN SHALL CONFER UPON THE OPTION HOLDER ANY RIGHT WITH RESPECT TO CONTINUED
EMPLOYMENT, OFFICERSHIP OR DIRECTORSHIP OR A CONTINUING CONSULTANT CONTRACT, NOR
SHALL IT INTERFERE WITH THE OPTION HOLDER'S RIGHT OR THE RIGHT OF THE COMPANY OR
ANY OF ITS AFFILIATES TO TERMINATE SUCH EMPLOYMENT, DIRECTORSHIP, OFFICERSHIP OR
CONTRACT FOR ANY REASON OR NO REASON.

Dated this ___ day of ___.

Minefinders Corporation Ltd.

Per:
         -------------------------------------
         Administrator, 2003 Stock Option Plan

Acknowledged by Option Holder

By:

         -------------------------------------
         Signature

         -------------------------------------
         Print Name
OPTION CERTIFICATE - SCHEDULE

The additional terms and conditions attached to the Option represented by this
Option Certificate are as follows:

1. _____; and
2. _____.

Minefinders Corporation Ltd.

Per:
         -------------------------------------
         Administrator, 2003 Stock Option Plan
OPTION CERTIFICATE - SCHEDULE FOR UNITED STATES RESIDENTS

The additional terms and conditions attached to the Option represented by this
Certificate are as follows:

1.   Type of Option.  The  Company  may grant  either an ISO or a  Non-Qualified
     Option to an Option  Holder who is an Employee and a resident of the United
     States (as defined in Section 7701 of the Internal Revenue Code of 1986, as
     amended). The Option represented by this Certificate is an:

     |_| ISO

     |_| Non-Qualified Option ("NSO")

2.   Tax  Consequences.  Set out below is a brief summary as of the date of this
     Certificate  of some of the  United  States  federal  tax  consequences  of
     exercise of this Option and disposition of the Common Shares.  THIS SUMMARY
     IS NECESSARILY INCOMPLETE,  AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
     CHANGE.  THE OPTION HOLDER SHOULD CONSULT A TAX ADVISER  BEFORE  EXERCISING
     THIS OPTION OR DISPOSING OF THE COMMON SHARES.

     (a)  Exercise of NSO.  There may be a regular  United States federal income
          tax liability,  at ordinary income tax rates,  upon the exercise of an
          NSO. If the Option  Holder is an Employee  or a former  Employee,  the
          Company  shall  be  required  to  withhold  from the  Option  Holder's
          compensation  or  collect  from  the  Option  Holder  and  pay  to the
          applicable taxing  authorities an amount in cash equal to a percentage
          of this compensation income at the time of exercise, and may refuse to
          honour  the  exercise  and  refuse to  deliver  Common  Shares if such
          withholding amounts are not delivered at the time of exercise.

     (b)  Exercise of ISO. If this Option qualifies as an ISO, there shall be no
          regular  federal income tax liability upon the exercise of the Option,
          although the Option Holder may be subject to the  alternative  minimum
          tax in the year of exercise.

     (c)  Disposition  of Common  Shares.  The  disposition  of Common Shares is
          generally a taxable event.  The tax treatment  shall depend on whether
          the  Option  is an ISO or an NSO,  and on the  length of time that the
          Option Holder has held the Common Shares.

     (d)  Notice of  Disqualifying  Disposition  of ISO  Common  Shares.  If the
          Option  granted  to the  Option  Holder is an ISO,  and if the  Option
          Holder  sells  or  otherwise  disposes  of any of  the  Common  Shares
          acquired  upon  exercise  of the ISO on or before the later of (1) the
          date that is two years after the Award  Date;  or (2) the date that is
          one  year  after  the  date  of  exercise,  the  Option  Holder  shall
          immediately  notify the  Company in writing of such  disposition.  The
          Option  Holder  agrees that the Option Holder may be subject to income
          tax withholding by the Company on the compensation  income  recognized
          by the Option Holder.

3.   Tax  Consequences  of Holding Common Shares.  Upon exercise of this Option,
     the Option Holder should review the Company's most recent Form 20-F (if the
     Company is  required to file one) and consult his or her own tax adviser to
     determine if the Option Holder is subject to certain possible
United States federal  income tax  consequences  generally  applicable to a
     United States resident who owns Common Shares.

4.   Shareholder  Approval.  Any Option  granted to the Option Holder may not be
     exercised prior to the Company obtaining  shareholder approval of the Plan,
     or the issuance of Common Shares may be subject to rescission in accordance
     with the rules and policies of the Regulatory Authorities.

Minefinders Corporation Ltd.

Per:
         -------------------------------------
         Administrator, 2003 Stock Option Plan
SCHEDULE "B"

                          MINEFINDERS CORPORATION LTD.
                             2003 STOCK OPTION PLAN

                                 EXERCISE NOTICE

TO:               The Administrator, 2003 Stock Option Plan
                  Minefinders Corporation Ltd. (the "Company")
                  2288 - 1177 West Hastings Street
                  Vancouver, British Columbia, V6E 2K3

The undersigned hereby irrevocably gives notice, pursuant to the Company's 2003
Stock Option Plan (the "Plan"), of the exercise of the Option to acquire and
hereby subscribes for (cross out inapplicable item):

(a) all of the Common Shares; or

(b) ___________________ of the Common Shares;

which are the subject of the Option Certificate attached hereto.

The undersigned tenders herewith a certified cheque or bank draft (circle one)
payable to the Company in an amount equal to the aggregate Exercise Price of the
aforesaid Common Shares exercised and directs the Company to issue the
certificate evidencing said Common Shares in the name of the undersigned to be
mailed to the undersigned at the following address:

                           -----------------------------------

                           -----------------------------------

                           -----------------------------------

                           -----------------------------------

By executing this Exercise Notice, the undersigned hereby confirms that the
undersigned has read the Plan and agrees to be bound by the provisions of the
Plan. All terms not otherwise defined in this Exercise Notice shall have the
meanings given to them under the Plan or the attached Option Certificate.

DATED the ________ day of ____________________, __________.

                                                      --------------------------
                                                      Signature of Option Holder
EXHIBIT 5.1

December 12, 2003

Minefinders Corporation Ltd.
2288 - 1177 West Hastings Street
Vancouver, B.C.  V6E 2K3

Dear Sirs & Mesdames:

RE:      Minefinders Corporation Ltd.
         Registration Statement on Form S-8
-------------------------------------------------------

Reference is made to the above-captioned Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Minefinders Corporation Ltd. (the
"Registrant") with the Securities and Exchange Commission on or about December
15, 2003, for the purpose of registering under the Securities Act of 1933, as
amended, up to 1,110,138 common shares of the Registrant (the "Shares") under
the Registrant's 2003 Stock Option Plan (the "Plan").

For purposes of expressing the opinion set forth herein, we have examined
originals or copies, satisfactory to us, of all such corporate records and of
all such agreements, certificates and other documents as we have deemed relevant
and necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies. As to any facts
material to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Registrant.

We are solicitors qualified to practice law in the Province of Ontario and
express no opinion as to any laws or any matters governed by any laws other than
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.

We have also assumed that (i) the Registration Statement will be and remain
effective during the period when the Shares are offered and issued, (ii) the
full consideration stated in the Plan or any Plan certificate will be paid for
each share; (iii) appropriate certificates evidencing the Shares will be
executed and delivered by the Company; and (iv) all applicable securities laws
are complied with.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, will be validly issued as fully paid and non-assessable.

We hereby consent to the use of our opinion as herein set forth as an exhibit to
the Registration Statement. In giving such consent, we do not hereby concede
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules and regulations promulgated
thereunder, or that we are "experts" within the meaning of the Securities Act of
1933 or the rules and regulation promulgated thereunder.

Yours truly,

(signed) Ogilvy Renault
EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

Minefinders Corporation Ltd.
Vancouver, Canada

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 28, 2003 relating to the
consolidated financial statements of Minefinders Corporation Ltd., appearing in
the Company's Annual Report on Form 40-F for the year ended December 31, 2002.

/s/ BDO Dunwoody LLP
--------------------
BDO DUNWOODY LLP

Vancouver, Canada
December 12, 2003