As filed with the Securities and Exchange on October  , 1997
                             Registration No. 33-
                 SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                FORM S-8
                          REGISTRATION STATEMENT
                                  Under the
                          SECURITIES ACT OF 1933

                       GOLDEN PANTHER RESOURCES, LTD.
          (Exact name of registrant as specified in its charter)

              
Nevada                                                    95-3932052
(State or other jurisdiction        (I.R.S. Employer Identification No.)
of incorporation)                          

                         1111 West Hastings Street, Suite 211
                            Vancouver, B.C., Canada, V6E 2J3
                  (Address of Principal Executive Offices) (Zip Code)

                             Golden Panther Resources, Ltd.
           1997 Stock Incentive Plan for Directors, Officers and Employees
                              (Full title of the plan)

                               W. Scott Lawler, Esq,
                         2820 Townsgate Road, Suite 200
                       Westlake Village, California 91361
                     (Name and address of agent for service)
                                    805.370.0040
        (Telephone number, including area code, of agent for service)
 
                        CALCULATION OF REGISTRATION FEE

Title of Securities Amount to be   Proposed Max.  Proposed Max.  Amount of
to be Registered    Registered     Offering Price Aggregate      Registration
                                                  Per Share (1)  Offering Fee
                     
Common Shares,     2,000,000       $0.50          $1,000,000     $303.03
$0.001 par value (2)       

Common Shares,     200,000        $3.00           $600,000       $181.81
$0.001 par value (2)

Common Shares,     850,000        $0.00              $0         $0
$0.001 par value (2)


(1)       Estimated for the Common Shares solely for the purpose of 
calculating the registration fee on the basis of the average of bid and ask 
prices of the Common Shares of the Company July 28, 1997 (pursuant to Rule 
457(c)) under the Securities Act of 1933.

(2)       In addition, this Registration Statement also covers an 
indeterminate amount of additional securities which may be issued under the 
above-referenced Plan pursuant to the anti-dilution Provisions of such Plan 
and, if interests in the above-referenced Plan are deemed to constitute 
separate securities, pursuant to Rule 416(c) under the Securities Act of 
1933, 
this registration statement shall also cover an indeterminate amount of 
interests to be offered or sold pursuant to the above-referenced Plan.
<PAGE>                           PART I

                             INFORMATION REQUIRED IN THE SECTION 10(a) 
PROSPECTUS

Item 1 - Plan Information.

Item 2. Registration Information and Employee Plan Annual Information.*

       Information required by Part I to be contained in the Section 10 (a) 
prospectus is omitted from the Registration Statement in accordance with Rule 
428 under the Securities Act of 1933 (the "1933 Act") and the Note to Part I 
of Form S-8.

                                                                          
PART 
II

                             INFORMATION REQUIRED IN THE REGISTRATION 
STATEMENT

Item 3. Incorporation of Documents by Reference.
                                         
       The following documents which have heretofore been filed by Golden 
Panther Resources, Ltd. (the "Company" or the "Registrant"), with the 
Securities and Exchange Commission (the "Commission") pursuant to the 
Securities Exchange Act of 1934 (the "1934 Act"), are incorporated by 
reference herein and shall be deemed to be a part hereof.

1.       The Company's Annual Report on Form 10-KSB, for the year ended March 
31, 1997;

2.       The description of the Common Shares, par value $0.001 per share 
("Common Shares"), of the Company contained in the Articles of Incorporation; 
and 

3.       All other reports filed by the Company pursuant to Section 13(a) and 
15(d) of the 1934 Act since March 31, 1997.

       All documents, subsequently filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the 
filing of a post-effective amendment to this Registration Statement 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 in this Registration Statement and made a part hereof from their 
respective dates of filing (such documents, and the documents enumerated 
above, being hereinafter referred to as "Incorporated Documents").

       Any statement contained in an Incorporated Document shall be deemed to 
be modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
Incorporated Document modifies or supersedes such statement.  Any such 
statement so modified or superseded shall not be deemed, except as so 
modified 
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.
                                         
       See Item 3.

Item 5. Interests of Named Experts and Counsel.

       Certain legal matters relating to the securities registered hereby 
will 
be addressed by W. Scott Lawler, Esq., 2820 Townsgate Road, Suite 200, 
Westlake Village, California 91361.  Mr. Lawler has no interest in the Plan.

Item 6.  Indemnification of Directors and Officers,
       The Nevada Revised Statutes (the "NRS") provides for indemnification 
of 
directors and officers in a variety of circumstances, which may include 
liabilities under the 1933 Act. The Company's Bylaws provide for 
indemnification of the Company's directors and officers (and those serving in 
such capacity with a consolidated subsidiary other entity at the request of 
the Board of Directors of the Company) in the circumstances, and to the 
extent, permitted by the NRS.

       Insofar as indemnification for liabilities arising under the 1933 Act 
may be permitted to directors, officers and persons controlling the Company 
pursuant to the foregoing provisions, or otherwise, the Company has been 
informed that in the opinion of the Commission such indemnification is 
against 
public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of 
such issue.

Item 7.  Exemption from Registration Claimed.

                                               Not Applicable.

Item 8.  Exhibits.

       The exhibit accompanying this Registration Statement is the legal 
opinion of W. Scott Lawler, Esq., which follows this Registration Statement.  
The Plan is not intended to be qualified under Section 401 (a) of the 
Internal 
Revenue Code.

Item 9. Undertakings.

The Company hereby undertakes -

1.       To file during any period in which offers or sales are being made, a 
post effective amendment to this Registration Statement:

(a)       To include any prospectus required by Section 10(a)(3) of the 1933 
Act;

(b)       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 Commission pursuant to 
Rule 424(b) if, in the aggregate, the changes in volume and price represent 
no 
more than 20 percent change in the maximum aggregate offering price set forth 
in the "Calculation of Registration Fee" table in the effective registration 
statement;

(c)       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;  provided, 
however, that paragraphs I.(a) and I.(b) do not apply if the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed with or furnished to the Commission by 
the 
Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are 
incorporated by reference in the Registration Statement.

2.            That, for the purpose of determining any liability under the 
1933 Act, 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. 

3.        To remove from registration by means of a post-effective amendment 
any of the Common Shares being registered hereby which remain unsold at the 
termination of the offering.

4.       That, for the purposes of determining any liability under the 1933 
Act, each filing of the Company's Annual Report pursuant to Section 13(a) or 
Section 15(d) of the 1934 Act (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section I 5(d) of the 1934 
Act) 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 hereof.

5.       That, insofar as indemnification for liabilities arising under the 
1933 Act 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 Commission such indemnification 
is 
against public policy as expressed in the 1933 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 1933 Act and will be governed by 
the 
final adjudication of such issue.

SIGNATURES
                                         
       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, B.C., Canada, on the 
28th 
day of July , 1997.

GOLDEN PANTHER RESOURCES, LTD.


By:/s/ Gordon Muir              
Chairman of the Board

       Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated and on the 28th day of July 1997.



/s/ Gordon Muir                     ,Chief Executive Officer, Chairman and 
Director
Gordon Muir



/s/ Penny Perfect                     ,       President, Vice-Chairman, 
Director
Penny Perfect


/s/ Katharine Johnston                 ,Secretary, Vice-President Legal & 
Finance, Director
Katharine Johnston

/s/ Adrian Lungan              ,       Director
Adrian Lungan


/s/       Alexander Van Hoeken       ,       Director
Alexander Van Hoeken


/s/ Robert Needham              ,Director
Robert Needham





<PAGE>                                       1997 Stock Incentive Plan for 
Directors, Officers and Employees

1. PURPOSE       The purpose of the 1997 Stock Incentive Plan for Directors, 
Officers and Employees (the "Plan") is to advance the interests of Golden 
Panther Resources, Ltd., a Nevada corporation ( the "Company"), and its 
shareholders by awarding equity based, long-term incentives which will enable 
the Company to attract and retain officers, directors, advisory  board 
members 
and key employees who are and will be largely responsible for the future 
growth and continuing success of the Company and to compensate certain 
independent contractors and consultants who provide personal services of 
substantial benefit or value to the Company.  It is intended that this 
purpose 
will be effected through the granting of Options and Restricted Stock (as 
defined herein) in accordance with the terms of the Plan.

2. DEFINITIONS       In addition to other capitalized terms which are defined 
in the Plan, the following terms shall have the following definitions:

2.1       "Board" - the Board of Directors of the Company.

2.2       "Change of Control"- (a) an acquisition of the Company by means of 
a 
merger or consolidation of the Company with or into another corporation or a 
purchase of substantially all of the Company's assets, following which a 
majority of the Board of Directors of the successor or acquiring corporation 
is not comprised of individuals who constituted a majority of the Company's 
Board immediately prior to the merger, consolidation or purchase of assets, 
or 
(b) a change in the composition of a majority of the members of the Company's 
Board effected by the vote of a person who has acquired a number of Voting 
securities of the Company sufficient to elect a majority of the Board.  As 
used in this definition, the term "person" shall include two or more persons 
acting as a partnership, limited partnership, syndicate or other group for 
the 
purpose of acquiring, holding or disposing of the voting securities of the 
Company.

2.3       "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.4       "Common Stock" - the Company's $0.001 par value Common Stock.

2.5       "Compensation Committee" or "Committee" shall mean the Compensation 
Committee of the Board, provided that the Compensation Committee shall at all 
times consist of two or more directors of the Company each of whom is not (a) 
currently an officer of (or currently employed by) the Company or any parent 
or Subsidiary of the Company, (b) receiving compensation, directly or 
indirectly, as a consultant, advisor or independent contractor (except for an 
amount which does not exceed $60,000) or have an interest in a transaction 
requiring disclosure under 404(a) of Regulation S-B under the Exchange Act, 
or 
(c) be engaged in a business relationship which would require disclosure 
under 
Item 404(b) of Regulation S-B under the Exchange Act.

2.6       "Consultant" shall mean a consultant, independent contractor or 
other person or entity who or which has been engaged to provide advisory, 
professional or other personal services to the Company or a Subsidiary 
pursuant to a written agreement approved by the Board or the Compensation 
Committee.

2.7       "Date of Grant" shall mean the date on which the Committee grants 
an 
Option or awards Restricted Stock under the Plan.

2.8       "Disability" shall mean the inability, as determined by the 
Compensation Committee based on advice of a licensed physician, of a 
Participant to engage in any substantial gainful employment by reason of any 
medically determinable physical or mental impairment which can reasonably be 
expected to result in death or which has lasted or can be expected to last 
for 
a continuous period of not less than 12 months.

2.9       "Employee" shall mean an employee of the Company or any Subsidiary.

2.10       "Exchange Act" shall mean the Securities Exchange Act of 1934.

2.11       "Fair Market Value" shall mean the fair market value of a share of 
Common Stock, determined as follows: (a) if the Common Stock is traded on a 
stock exchange or in the NASDAQ National Market System ("NASDAQ/NMS"), the 
fair market value of a share on a particular date shall be the quoted selling 
price per share of Common Stock on such exchange or NASDAQ/NMS on that date; 
(b) if Common Stock is otherwise traded in the over-the-counter market, the 
fair market value of a share of Common Stock on a particular date shall be 
the 
mean between the closing bid and asked quotations per share of the Common 
Stock on that date; or (c) if Common Stock is not traded on a stock exchange, 
NASDAQ/NMS or in the over-the-counter market or, if traded, there are no 
transactions on that date, the fair market value shall be determined in good 
faith by the Committee by applying the rules and principles of valuation set 
forth in Section 10.20312-2 of the Treasury Regulations (relating to the 
valuation of stocks and bonds for purposes of Code Section 2031).

2.12       "Grant Amount" - the number of shares of Restricted Stock granted 
to a Participant under the Plan at the time such Restricted Stock is first 
issued by the Company.

2.13       "Option Amount" shall mean the number of shares subject to an 
Option granted to an Optionee under the Plan.

2.14       "Incentive Stock Option" shall mean an Option which is intended to 
qualify as an "incentive stock options" within the meaning of Code Section 
422.

 2.15       "Nonqualified Stock Option" shall mean an option which is not 
intended to qualify as an Incentive Stock Option.

2.16        "Option" shall mean an option to purchase shares of Common Stock 
granted under the Plan, which may be either an Incentive Stock Option or a 
Nonqualified Option.

2.17       "Option Price" shall mean the purchase price per share of Common 
Stock as determined in accordance with the provisions of Section 10 hereof.

2.18       "Participant" shall mean an officer, director, Employee or 
Consultant of the Company or a Subsidiary to whom an Option or Restricted 
Stock is granted under this Plan.

2.19       "Performance Objectives" shall mean the performance objectives for 
each grant of Restricted Stock under the Plan that must be achieved in order 
for some or all of such Restricted Stock to become Vested, as determined by 
the Compensation Committee at or before the Date of Grant.  Such performance 
objectives may be expressed in terms of (a) the lapse of time during which a 
Participant remains employed by, or in the service of the Company, (b) any 
quantifiable, financial, technical, economic or operational performance 
criteria for the Company, any Subsidiary or any business unit, division or 
function within the Company or any Subsidiary, cash flow, earnings per share, 
capital formation, expenses, gross or net margin, increase in stock price, 
inventory turnover, market share, net income (before or after taxes), net 
operating income, personal management objectives, return on assets, return on 
equity, return on investment, return on sales, revenue and total stockholder 
return, including, but not limited to, or (c) any combination of some or all 
of the foregoing.

2.20       "Reorganization" shall mean a sale or transfer of all or 
substantially all the Company's assets, a merger, reorganization, or 
consolidation of the Company with another corporation in which the Company is 
not the surviving corporation, or liquidation or dissolution of the Company.

2.21       "Restricted Stock" shall mean shares of Common Stock awarded under 
the Plan which remain outstanding and as to which Restrictions have not 
expired or otherwise been removed in accordance with the terms of this Plan.

2.22  "Restricted Stock Award" or "Award" shall mean  any grant of Restricted 
Stock made to a Participant under the Plan.

2.23       "Restrictions" shall mean the restrictions imposed on the sale, 
transfer, assignment or other disposition of Common Stock as set forth in 
Section 7 hereof.

2.24       "Retirement" shall mean a Participant's voluntary termination of 
employment by delivery of formal written notice thereof to the Company at any 
time after he or she has reached sixty (60) years of age and shall have 
accrued fifteen (15) years of service as an employee of the Company 
(including 
its present or former Subsidiaries).

2.25       "Subsidiary" shall mean any corporation of which not less than 
fifty-one percent (51%) of the shares of the voting stock (representing the 
right, other than as affected by events of default, to vote for the election 
of directors or other managing authority) are now, or hereafter during the 
term of this Plan, owned or controlled directly or indirectly by the Company.

2.26       "Termination for Cause" shall mean any involuntary termination of 
a 
Participant's employment by the Company or any Subsidiary if the termination 
is a result of or in connection with such Participant's (a) engaging in any 
business that is competitive with that of the Company while an Employee, (b) 
committing any material act of dishonesty, including but not necessarily 
limited to theft or embezzlement of funds or property of the Company, or 
perpetrating a fraud on or affecting the Company, (c) engaging in any gross 
negligence or willful misconduct with respect to his or her duties and 
responsibilities as an Employee or acts in any other way that has a direct, 
substantial and adverse effect on the Company's reputation, including but not 
necessarily limited to willful or grossly negligent disregard for the 
Company's obligation to comply with laws, regulations and the like applicable 
to the Company, its properties, assets or business, or (d) conviction of a 
felony.

2.27       "Vesting" or "Vested" shall mean the removal of Restrictions as to 
any Restricted Stock awarded under the Plan.

2.28       "Vesting Date" shall mean the date on which Vesting shall be 
determined as set by the Compensation Committee.

3.       SHARES SUBJECT TO THE PLAN.

3.1       The shares reserved for issuance as Options and as Restricted Stock 
under the Plan shall not exceed 3,050,000 shares, respectively, of Common 
Stock, subject to adjustment by the Board or as provided in Section 3.2 
hereof.

3.2       In the event of changes in the outstanding shares of Common Stock 
by 
reason of stock dividends, recapitalization, split-ups, combination, merger 
(including reincorporation effected by means of a merger), reclassification, 
or exchange, of shares, and the like, appropriate adjustments shall be made 
by 
the Board in the number and kind of Options and Restricted Stock which may be 
issued, including adjustments of the limitations set forth in Section 3.1 on 
the maximum number of and kind of shares which may be issued as Options or 
Restricted Stock,

3.3       Any shares of Restricted Stock forfeited to the Company pursuant to 
the terms of this Plan may, subsequently, be issued as Restricted Stock 
hereunder.

4.       EFFECTIVE DATE  The Plan has been adopted by the Board as of July, 
1997 (the "Effective Date"), subject to approval by the affirmative vote, of 
the holders of a majority of the outstanding shares of Common Stock present 
in 
person or by proxy at the 1997 Annual General Meeting of the Company's 
shareholders to be held September 26, 1997.

5.       ADMINISTRATION.  Grants of Options and Restricted Stock Awards and 
other determinations under the Plan shall be made by (a) the Board or (b) the 
Compensation Committee.  In addition, the Board has authority to perform all 
functions of the Committee.

6.       ISSUANCE OF RESTRICTED STOCK, DETERMINATION OF PERFORMANCE
OBJECTIVES 
AND ACHIEVEMENT OF PERFORMANCE OBJECTIVES

6.1       The Compensation Committee may, from time to time:

A.       determine the Participants, if any, to whom Restricted Stock Awards 
are to be issued,

B.       establish the Grant Amount, if any, to be awarded to each, such 
Participant and determine that the value to the Company of the past services 
of such Participant is at least equal to the aggregate par value of the Grant 
Amount;

C.       establish Performance Objectives; and

D.       determine whether and to what extent, if any, the Performance 
Objectives for any previously awarded Restricted Stock, if any, have been 
achieved and, on the basis of such determination, establish the portion, if 
any, of a Grant Amount that is to be Vested.

6.2       Performance Objectives may not be changed, altered or adjusted, 
provided, however, that the Board may make such changes as it deems 
appropriate to reflect the effects on the performance of the Company of an 
acquisition of a company or business, the divestiture of a subsidiary or 
division or other transactions or events outside the ordinary course of 
business which for financial reporting purposes as determined in accordance 
with Generally Accepted Accounting Principles,

6.3       Upon a determination in accordance with Section 6. 1D hereof, that 
any Restricted Stock is to be Vested, the removal of such Restrictions shall 
be effective with respect to such Grant Amount, or portion thereof, as of the 
Vesting Date.

6.4       Participants to whom Restricted Stock Awards are made under the 
Plan 
shall not be required to make any monetary payment to the Company.  However, 
all such Awards shall be subject to the Restrictions and all certificates 
representing Restricted Stock shall be issued with a restrictive legend, 
stamped, imprinted or otherwise inscribed thereon, referencing such 
Restrictions. All share certificates representing such Restricted Stock shall 
be registered in the name of the Participant to whom the Restricted Stock is 
issued and may in accordance with instructions established by the Committee, 
be delivered to the Company's Secretary or such other person as the Company 
may appoint to retain physical custody until the Restrictions imposed thereon 
have expired or shall have been removed.

6.5       Each Restricted Stock Award issued under the Plan shall be 
evidenced 
by a written agreement, in form approved by the Committee, specifying the 
number of shares covered by the Award and such other provisions, consistent 
with the Plan, as may be deemed appropriate by the Committee, and by the 
issuance of one or more stock certificates pursuant to Section 6.4.

7.       RESTRICTIONS.   No shares issued as Restricted Stock Awards 
hereunder 
may be sold, assigned, transferred, pledged, hypothecated, or encumbered, 
either voluntarily or involuntarily until the Vesting of the Restricted Stock 
in accordance with the terms of the Plan.
8.       EXPIRATION AND REMOVAL OF RESTRICTIONS

8.1       Unless sooner removed in accordance with the terms of the Plan, all 
Restrictions applicable to each Award shall automatically expire and 
terminate 
ten (10) years following the Date of Grant.

8.2       If a Participant's employment is terminated voluntarily or 
involuntarily (except for death, Disability, Retirement, the events referred 
to in Sections 8.3 through 8.5 hereof, or in connection with a Reorganization 
in which the Participant becomes employed by a successor corporation or 
business entity) all Restricted Stock held by him shall immediately and 
automatically be forfeited to the Company and Participant shall thereupon 
have 
no further right, title or interest in such Restricted Stock; provided, 
however, that any Restricted Stock that have Vested shall not be forfeited.

8.3       If a Participant's employment with the Company is terminated as a 
result of death or Disability, all Restricted Stock shall be Vested as of the 
date of death or, in the case of Disability, as of the date of the 
determination of such Disability by the Board or Committee as the case may be.

8.4       In the case of termination of employment for Retirement, a pro rata 
portion of the shares of Restricted Stock held by the retiring Participant, 
less the number of shares which have previously Vested, will be Vested 
immediately, calculated on the basis of a five year vesting schedule 
beginning 
on the Date of Grant and ending on the effective date of such Retirement.  
For 
example, if a Participant retires two years after the Date of Grant, 
Restricted Stock would Vest as to forty percent (40%) of the Grant Amount, 
and 
all remaining shares of Restricted Stock held by the Participant would be 
forfeited.

8.5       If within twelve (12) months following a Change in Control there 
should occur, without a Participant's consent, a material lessening of his 
duties and responsibilities as an executive or key management employee of the 
Company or a material reduction in his base salary from the rate in effect as 
of the Date of Grant and, if, within ninety (90) days following such material 
lessening of duties or responsibilities or a material reduction in his base 
salary, the Participant shall, by providing written notice to the Company, 
voluntarily terminate, his employment relationship with the Company, all 
Restricted Stock held by such Participant shall become Vested.

8.6       In the event of a Reorganization, the Board, in its sole discretion 
may Vest all or any part of the issued and outstanding Restricted Stock prior 
to or contemporaneously with the effective date of such Reorganization.  In 
the event of any Reorganization in which holders of Restricted Stock receive 
securities (herein 'Exchange Securities") of another corporation or business 
entity in respect of Restricted Stock held by them, such Exchange Securities 
shall be subject to the Restrictions and to removal or expiration thereof in 
accordance with the terms of this Plan if the Board, for any reason, elects 
not to accelerate the removal of Restrictions prior to or contemporaneously 
with the effective date of the Reorganization.

8.7       Upon Vesting of Restricted Stock in accordance with the terms of 
the 
Plan, all Restrictions imposed by Section 7 hereof shall be deemed removed 
and 
terminated with respect to the applicable Restricted Stock grants and the 
Company shall issue such instructions to the Transfer Agent or Registrar and 
take such other actions as may be appropriate in order to cause the removal, 
cancellation or rescission of all legends, stamps or other inscriptions 
referencing the restrictions on share certificates representing Restricted 
Stock which have Vested.

9.       RIGHTS AS STOCKHOLDERS.  Upon the issuance of the shares of 
Restricted
Stock pursuant to Section 6.5, the Participant shall, subject to the 
Restrictions, have all the rights of a stockholder with respect to said 
shares, including the right to vote the shares and to receive all dividends 
and other distributions paid or made with respect to the shares.

10.     TERMS AND CONDITIONS OF OPTIONS

10.1       ELIGIBILITY.  Options may be granted to Employees, executives, 
offices, directors or advisory board members whose performance for or 
contribution to the Company is considered by the Committee to have a 
significant effect on the success of the Company and to Consultants whose 
retention by the Company involves the performance of personal services that, 
as determined by the Committee, are of significant value or benefit to the 
Company.  The adoption of this Plan shall not be deemed to give any Employee 
or other person any right to be awarded an Option. No Incentive Stock Option 
shall be granted under the Plan to a Consultant.

10.2       OPTION GRANTS.  Each Option shall be evidenced by a written 
agreement (a "Stock Option Agreement") in a form approved and authorized by 
the Committee, which shall be executed by the, Company and the Participant 
receiving the Option.  All Options shall be subject to the following terms 
and 
conditions and such additional terms and conditions, not inconsistent with 
the 
Plan, as the Committee shall deem necessary or appropriate.
A.       The Option shall be designated as either an Incentive Stock Option 
or 
a Nonqualified Stock Option.  However, notwithstanding such designation, to 
the extent that the aggregate Fair Market Value of shares subject to Options 
designated as Incentive Stock Options which become exercisable for the first 
time by a Grantee during any calendar year (under all plans of the Company or 
any Subsidiary) exceeds $100,000, such excess Options, to the extent of the 
shares covered thereby in excess of the foregoing limitation, shall be 
treated 
as Nonqualified Stock Options.  For this purpose, Incentive Stock Options 
shall be taken into account in the order in which they were granted and the 
Fair Market Value of the shares shall be determined as of the Date of Grant.

B.       The exercise or purchase price, if any, for an Option shall be as 
follows:

(i)       In the case of an Incentive Stock Option:

a.       granted to a Participant who, at the time of the such Incentive 
Stock 
Option, owns stock representing more than ten percent (10%) of the voting 
power of all classes of stock of the Company or any Subsidiary, the per share 
exercise price shall be not less than one hundred ten percent (110 %) of the 
Fair Market Value per share of Common Stock on the Date of Grant; 
b.       granted to a Participant other than a Participant described in the 
preceding clause, the per share exercise price shall be not less than one 
hundred percent (100%) of the Fair Market Value per share of Common Stock on 
the Date of Grant.

(ii)       In the case of a Nonqualified Stock Option, the per share exercise 
price shall be not less than one hundred percent (100%) of the Fair Market 
Value per share of Common Stock on the Date of Grant unless otherwise 
determined by the Committee.

C.       The period during which each Option may be exercised shall be fixed 
by the Committee.  Unless the Committee shall designate when an Option 
granted 
pursuant to the Plan is exercisable, Options shall be exercisable as follows: 
(i) at any time after the first anniversary following the Date of Grant, the 
Option shall be exercisable as to 25 percent of the shares covered thereby; 
(ii) at any time after the expiration of two years following the Date of 
Grant, the Option shall be exercisable, cumulatively, as to an additional 25 
percent of the shares covered thereby; (iii) at any time after the expiration 
of three years following the Date of Grant, the Option shall be exercisable, 
cumulative, as to an additional 25 percent of the shares covered thereby; and 
(iv) at any time after the expiration of four years following the Date of 
Grant, the Option shall be exercisable as to all the shares covered thereby 
which have not theretofore been exercised pursuant to the provisions of (i) 
through (iii) above.  The Committee may, after an Option is granted and on 
such terms and conditions as it considers appropriate, accelerate the times 
at 
which the Option may be exercised.

D.       Unless otherwise determined by the Committee, Options granted 
pursuant to the Plan shall expire and cease to be exercisable upon the first 
to occur of any one of the following: (i) the expiration of 10 years 
following 
the Date of Grant; (ii) 90 days following the date when a Participant ceases 
to be an Employee, except in the case of a Termination for Cause, Retirement, 
or a termination by reason of the Participant's death or Disability while an 
Employee; (iii) if the Participant dies while an Employee or ceases to be an 
Employee by reason of the Participant's Disability while an Employee, one 
year 
following such death or termination of employment, whichever occurs first; or 
(iv) upon the Participant's Termination for cause.  Notwithstanding anything 
to the contrary contained herein, in no event may an Option be exercised 
after 
the expiration of 10 Years following the Date of Grant.  Further, the term of 
an Incentive Stock Option shall be no more  ten (10) years from the Date of 
Grant thereof and, in the case of an Incentive Stock Option granted to a 
Participant who, at the time the Option is granted, owns stock representing 
more than ten percent (10%) of the voting power of all classes of stock of 
the 
Company or any Subsidiary, the term of the Incentive Stock Option shall be 
five (5) years from the Date of Grant thereof or such shorter term as may be 
provided in the Stock Option Agreement,

E.       The shares covered by an Option may be purchased and the Option may 
be exercised in whole or in part at any time during the period defined in 
Section 10.2C above and prior to the expiration of such Option. Such exercise 
shall be in the manner fixed by the Committee by giving written notice of 
exercise to the Company specifying the number of shares to be purchased; 
provided, however, that an Option may not be exercised with respect to less 
than 50 shares subject to an Option unless there are less than 50 shares 
remaining subject to the Option.

F,       The notice of exercise of Option, whether the exercise is to be in 
whole or in part, shall be accompanied by delivery to the Company of (i) a 
certified or cashier's check(s), (ii) a check issued by a broker-dealer that 
is a member firm of the New York Stock Exchange, Inc. for 100 percent of the 
Option Price for the shares to be purchased; (iii) at the discretion of, and 
upon such terms and conditions as may be established by, the Committee, 
delivery of Common Stock already owned by the Participant for at least six 
months; or (iv) any combination of the foregoing.  In the event that the 
Option Price is paid by a check issued by a broker-dealer, an executed copy 
of 
the notice of exercise shall be delivered to the broker-dealer, the notice of 
exercise shall instruct the Company to deliver certificates for the shares to 
be purchased to the broker-dealer and the Company shall confirm that it will 
deliver such certificates to the broker-dealer.  No shares shall be issued 
upon exercise of any Option until full payment therefor has been made to and 
received by the Company.

G.       No Option granted under the Plan shall be transferable either 
voluntarily or by operation of law except by will or by the laws of descent 
and distribution and, during the lifetime of the Participant, such Option 
shall be exercisable only by him or her; provided, however, that Incentive 
Stock Options granted hereunder may be transferred on such terms and 
conditions, if any, as the Committee may, in its discretion, deem appropriate 
by amendment to this Plan.  If the Participant dies while an Employee or 
terminates his or her Employee status because of a Disability, without having 
fully exercised his or Option, all shares covered by such Participant's 
Option 
which were exercisable at the date of his or her death or termination of 
Employee status because of a Disability and which becomes exercisable in 
accordance with the terms of such Option, within 12 months thereafter shall 
be 
exercisable within such 12 month period when and as such shares becomes 
exercisable by such Participant (in the case of Disability) or, in the case 
of 
death, by his or her estate or any other person who acquired the right to 
exercise the Option by bequest of inheritance or by reason of death of the 
Participant and such estate or other person shall have the right to purchase 
by exercise of said Option all or any portion of such shares; provided, 
however, that no Option may be exercised at any time after the expiration 
date 
thereof.  If the Option is exercised by a person other than the Participant, 
the Committee may require, appropriate proof of such other person's right to 
exercise said Options.

H.       If a Participant ceases to be an Employee for any reason (other than 
Termination for Cause, death or Disability while an Employee or Retirement) 
his or her Option shall remain exercisable for a period of 90 days thereafter 
to the extent, and only to the extent, such option was exercisable, by its 
terms, as of the effective date of his or her cessation of Employee status.  
Upon Retirement of an Participant, all shares covered by such Participant's 
Option shall continue to be exercisable by such Participant in accordance 
with 
the terms of such Option; provided, however, that if, and to the extent that, 
an Incentive Stock Option is exercised more than 90 days after the Retirement 
date, such Option will be treated as a Nonqualified Option.  No Option may be 
exercised at any time after the expiration date thereof.

I.       If a Participant ceases to be an Employee and such termination was a 
Termination for Cause, all Options shall immediately expire and cease to be 
exercisable.

J.       No fractional shares will be issued pursuant to the exercise of any 
Option nor will any cash payment be made in lieu of fractional shares.

K.       In the event that, within 12 months following a Change in Control 
there should occur, without an Participant's consent, a material lessening of 
his or her duties and responsibilities as an Employee or a material reduction 
in his or her base salary from the rate in effect as of the Date of Grant and 
if, within ninety (90)-days following such material lessening of duties or 
responsibilities or a material reduction in his or her base salary, the 
Participant shall, by providing written notice to the company, voluntarily 
terminate his or her Employee status, unless the Board has, prior to such 
Change in Control, in its sole discretion determined that all or a portion of 
the outstanding Options held by such Participant shall become immediately and 
fully exercisable upon or immediately following such Change in Control, all 
shares covered by such Participant's Options shall become, immediately and 
fully exercisable and such Participant shall have the right to purchase, by 
exercise of such Option, all or any portion of the shares covered by such 
Option; provided, however, that in no event may any Option be exercised after 
the expiration date thereof.

L.       If (i) within 12 months following a Change in Control, a 
Participant's Employee status should be terminated Involuntary by the Company 
(or any successor to the Company by reason of such Change in Control) and 
such 
termination is not a Termination for Cause, and (ii) the Board has not prior 
to such Change in Control, in its sole discretion, determined that all or a 
portion of the outstanding Options held by such Participant shall become 
immediately and fully exercisable upon or immediately following such Change 
in 
Control, then all shares covered by such Participant's Options shall become 
immediately and fully exercisable and such Participant shall have the right 
to 
purchase by exercise of such Option, all or any portion of the shares covered 
by such Option; provided, however, that in no event may an Option be 
exercised 
after the expiration date thereof,

M.       In the event of any Reorganization, all rights of the person or 
persons entitled to exercise then outstanding Options granted under the Plan 
and such Options shall wholly and completely terminate at the time of any 
such 
Reorganization, except to the extent that any agreement or undertaking of any 
party to any such Reorganization shall make specific provision with respect 
to 
such Option and the rights of such Participants.  Notwithstanding the 
foregoing, the Board may determine that each Participant shall have the right 
immediately prior to such Reorganization to exercise such Participant's 
Option 
with respect to any or all of the shares remaining subject to such Option, 
whether or not such shares are then otherwise purchasable by said 
Participant.  To the extent that any such exercise relates to shares which 
are 
not otherwise purchasable by the Participant at such time, such exercise 
shall 
be contingent upon the consummation of such Reorganization.

N.       The Committee reserves the right and shall determine the expiration, 
terms, termination, exercisability and other conditions relating to Options, 
if any, granted to Consultants.

11. ADMINISTRATION AND OPERATION

11.1       GOVERNMENT REGULATIONS.   The Plan and the operation thereof shall 
be subject to all applicable federal and state laws, rules and regulations, 
and to such approvals by any regulatory or governmental agency as may be 
required, including, but not necessarily limited to, the obtaining of 
necessary permits and authorizations from applicable state securities 
commissions and agencies,
if required, and registration of the securities subject to this Plan with the 
Securities and Exchange Commission.

In addition, the Company may cause an appropriate legend to be affixed to any 
stock certificate representing Common Stock issued under the Plan in 
accordance with all applicable federal
and state securities laws, rules and regulations.  Moreover, the Plan is 
subject to amendments by the Board in the event necessary to register the 
shares to be issued hereunder with the SEC on a Form S-8 registration 
statement or any other form chosen by the Company.

11.2       WITHHOLDING.   Whenever, under the Code and applicable 
regulations, 
the issuance of shares of Common Stock upon the exercise of Options or the 
Vesting of Restricted Stock will result in any requirement that the 
Participant pay or otherwise satisfy any federal, state or local payroll 
withholding amounts, including taxes, FICA and the like, it shall be a 
condition to the issuance (or Vesting) of such Common Stock that the 
Participants shall have made arrangements satisfactory to the Company, as 
determined in accordance with rules established by the Committee, with 
respect 
to the payment or satisfaction of such withholding amounts.  In lieu of 
paying 
in cash additional sums which may be required to satisfy such withholding 
amount
s, if any, the Committee may permit Participants to elect to deliver to the 
Company shares of Common Stock held by such Participant or a portion of the 
shares of Common Stock subject to the Option then being exercised by such 
Participant (or to be Vested in the case of Restricted Stock) as payment or 
in 
partial payment of the withholding amount requirement subject, however, to 
such rules as may be adopted by the Committee.

11.3       AMENDMENTS.  The Board may at any time and from time to time 
modify, amend, suspend or discontinue the Plan in any respect, except that, 
without stockholder approval, the Board may not increase the, number of 
shares 
reserved under the Plan (other than increases due to changes in 
capitalization), permit the issuance of Common Stock upon exercise of an 
Option before payment therefor in full, make any change in the eligibility 
requirements hereunder. or extend the period within which Incentive Stock 
Options may be granted.  Approval by the stockholders means approval by the 
holders of the requisite number of shares of Common Stock either (a) at a 
meeting at which shareholders are present or represented by proxy; and (b) by 
written consent of shareholders, in each case, in accordance with the 
applicable laws of the State of Nevada.  The modification or amendment of the 
Plan shall not, without  the consent of a Participant, adversely affect his 
or 
her rights under Options or Restricted Stock previously issued to him or her.

11.4   EMPLOYMENT RELATIONSHIP.   Neither the Plan nor any Option or 
restricted Stock granted hereunder shall confer upon any Participant any 
right 
to continued employment by the Company or any Subsidiary, or shall interfere 
in any way with the right of the Company or any Subsidiary to terminate his 
or 
her employment at any time with or without notice or cause.

11.5       LISTING ON EXCHANGE.  The Company shall not be required to issue 
or 
deliver any certificates for shares of Common Stock under the Plan prior to: 
(a) the listing of such shares on any stock exchange on which the Common 
Stock 
may then be listed; and (b) the completion of any registration or, 
qualification of such shares under any federal or state securities laws, or 
any rulings or regulation of any governmental body, which the Committee shall 
in its sole discretion, determine to be necessary or advisable.

12.       GENERAL PROVISIONS

12.1       No Participant and no beneficiary or other person claiming under 
or 
through such Participant shall have any rights as a stockholder of the 
Company 
with respect to any shares of Common Stock allocated or reserved under the 
Plan and subject to any Option or Restricted Stock Award except as to such 
Shares of Common Stock, if any, that have been issued or transferred to such 
Participant free of any Restrictions.

12.2       The Plan and all determinations made and actions taken pursuant 
thereto shall
be governed by the laws of the State of Nevada and construed in accordance 
therewith.

12.3       Continuance of the Plan with respect to the grant of Incentive 
Stock Options and grants to Employees shall be subject to approval by the 
stockholders of the Company within twelve (12) months before or after the 
date 
the Plan is adopted, and such stockholder approval shall be a condition to 
the 
right of a Covered Employee to receive Performance-Based Compensation 
hereunder.  Such stockholder approval shall be obtained in the degree and 
manner required under applicable laws.

       This Golden Panther Resources, Ltd. 1997 Stock Incentive Plan for 
Directors, Officers and Employees was adopted by the Board on July 28, 1997.

GOLDEN PANTHER RESOURCES, LTD.


By:/s/ Gordon Muir                                            By:/s/ 
Katharine 
Johnston              
Name:  Gordon Muir                                          Name:  Katharine 
Johnston
Title:  Chief Executive Officer                            Title:  Secretary
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As filed with the Securities and Exchange on October  , 1997
                             Registration No. 33-
                 SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                FORM S-8
                          REGISTRATION STATEMENT
                                  Under the
                          SECURITIES ACT OF 1933

                       GOLDEN PANTHER RESOURCES, LTD.
          (Exact name of registrant as specified in its charter)

              
Nevada                                                    95-3932052
(State or other jurisdiction        (I.R.S. Employer Identification No.)
of incorporation)                          

                         1111 West Hastings Street, Suite 211
                            Vancouver, B.C., Canada, V6E 2J3
                  (Address of Principal Executive Offices) (Zip Code)

                             Golden Panther Resources, Ltd.
           1997 Stock Incentive Plan for Directors, Officers and Employees
                              (Full title of the plan)

                               W. Scott Lawler, Esq,
                         2820 Townsgate Road, Suite 200
                       Westlake Village, California 91361
                     (Name and address of agent for service)
                                    805.370.0040
        (Telephone number, including area code, of agent for service)
 
                        CALCULATION OF REGISTRATION FEE

Title of Securities Amount to be   Proposed Max.  Proposed Max.  Amount of
to be Registered    Registered     Offering Price Aggregate      Registration
                                                  Per Share (1)  Offering Fee
                     
Common Shares,     2,000,000       $0.50          $1,000,000     $303.03
$0.001 par value (2)       

Common Shares,     200,000        $3.00           $600,000       $181.81
$0.001 par value (2)

Common Shares,     850,000        $0.00              $0         $0
$0.001 par value (2)

(1)       Estimated for the Common Shares solely for the purpose of 
calculating the registration fee on the basis of the average of bid and ask 
prices of the Common Shares of the Company July 28, 1997 (pursuant to Rule 
457(c)) under the Securities Act of 1933.

(2)       In addition, this Registration Statement also covers an 
indeterminate amount of additional securities which may be issued under the 
above-referenced Plan pursuant to the anti-dilution Provisions of such Plan 
and, if interests in the above-referenced Plan are deemed to constitute 
separate securities, pursuant to Rule 416(c) under the Securities Act of 
1933, 
this registration statement shall also cover an indeterminate amount of 
interests to be offered or sold pursuant to the above-referenced Plan.
PART I

                             INFORMATION REQUIRED IN THE SECTION 10(a) 
PROSPECTUS

Item 1 - Plan Information.

Item 2. Registration Information and Employee Plan Annual Information.*

       Information required by Part I to be contained in the Section 10 (a) 
prospectus is omitted from the Registration Statement in accordance with Rule 
428 under the Securities Act of 1933 (the "1933 Act") and the Note to Part I 
of Form S-8.

                                                                          
PART 
II

                             INFORMATION REQUIRED IN THE REGISTRATION 
STATEMENT

Item 3. Incorporation of Documents by Reference.
                                         
       The following documents which have heretofore been filed by Golden 
Panther Resources, Ltd. (the "Company" or the "Registrant"), with the 
Securities and Exchange Commission (the "Commission") pursuant to the 
Securities Exchange Act of 1934 (the "1934 Act"), are incorporated by 
reference herein and shall be deemed to be a part hereof.

1.       The Company's Annual Report on Form 10-KSB, for the year ended March 
31, 1997;

2.       The description of the Common Shares, par value $0.001 per share 
("Common Shares"), of the Company contained in the Articles of Incorporation; 
and 

3.       All other reports filed by the Company pursuant to Section 13(a) and 
15(d) of the 1934 Act since March 31, 1997.

       All documents, subsequently filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the 
filing of a post-effective amendment to this Registration Statement 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 in this Registration Statement and made a part hereof from their 
respective dates of filing (such documents, and the documents enumerated 
above, being hereinafter referred to as "Incorporated Documents").

       Any statement contained in an Incorporated Document shall be deemed to 
be modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
Incorporated Document modifies or supersedes such statement.  Any such 
statement so modified or superseded shall not be deemed, except as so 
modified 
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.
                                         
       See Item 3.

Item 5. Interests of Named Experts and Counsel.

       Certain legal matters relating to the securities registered hereby 
will 
be addressed by W. Scott Lawler, Esq., 2820 Townsgate Road, Suite 200, 
Westlake Village, California 91361.  Mr. Lawler has no interest in the Plan.

Item 6.  Indemnification of Directors and Officers,
       The Nevada Revised Statutes (the "NRS") provides for indemnification 
of 
directors and officers in a variety of circumstances, which may include 
liabilities under the 1933 Act. The Company's Bylaws provide for 
indemnification of the Company's directors and officers (and those serving in 
such capacity with a consolidated subsidiary other entity at the request of 
the Board of Directors of the Company) in the circumstances, and to the 
extent, permitted by the NRS.

       Insofar as indemnification for liabilities arising under the 1933 Act 
may be permitted to directors, officers and persons controlling the Company 
pursuant to the foregoing provisions, or otherwise, the Company has been 
informed that in the opinion of the Commission such indemnification is 
against 
public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of 
such issue.

Item 7.  Exemption from Registration Claimed.

                                               Not Applicable.

Item 8.  Exhibits.

       The exhibit accompanying this Registration Statement is the legal 
opinion of W. Scott Lawler, Esq., which follows this Registration Statement.  
The Plan is not intended to be qualified under Section 401 (a) of the 
Internal 
Revenue Code.

Item 9. Undertakings.

The Company hereby undertakes -

1.       To file during any period in which offers or sales are being made, a 
post effective amendment to this Registration Statement:

(a)       To include any prospectus required by Section 10(a)(3) of the 1933 
Act;

(b)       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 Commission pursuant to 
Rule 424(b) if, in the aggregate, the changes in volume and price represent 
no 
more than 20 percent change in the maximum aggregate offering price set forth 
in the "Calculation of Registration Fee" table in the effective registration 
statement;

(c)       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;  provided, 
however, that paragraphs I.(a) and I.(b) do not apply if the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed with or furnished to the Commission by 
the 
Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are 
incorporated by reference in the Registration Statement.

2.            That, for the purpose of determining any liability under the 
1933 Act, 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. 

3.        To remove from registration by means of a post-effective amendment 
any of the Common Shares being registered hereby which remain unsold at the 
termination of the offering.

4.       That, for the purposes of determining any liability under the 1933 
Act, each filing of the Company's Annual Report pursuant to Section 13(a) or 
Section 15(d) of the 1934 Act (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section I 5(d) of the 1934 
Act) 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 hereof.

5.       That, insofar as indemnification for liabilities arising under the 
1933 Act 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 Commission such indemnification 
is 
against public policy as expressed in the 1933 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 1933 Act and will be governed by 
the 
final adjudication of such issue.

SIGNATURES
                                         
       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, B.C., Canada, on the 
28th 
day of July , 1997.

GOLDEN PANTHER RESOURCES, LTD.

By:/s/ Gordon Muir              
Chairman of the Board

       Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated and on the 28th day of July 1997.

/s/ Gordon Muir                     ,Chief Executive Officer, Chairman and 
Director
Gordon Muir

/s/ Penny Perfect                     ,       President, Vice-Chairman, 
Director
Penny Perfect

/s/ Katharine Johnston                 ,Secretary, Vice-President Legal & 
Finance, Director
Katharine Johnston

/s/ Adrian Lungan              ,       Director
Adrian Lungan

/s/       Alexander Van Hoeken       ,       Director
Alexander Van Hoeken

/s/ Robert Needham              ,Director
Robert Needham
1997 Stock Incentive Plan for 
Directors, Officers and Employees

1. PURPOSE       The purpose of the 1997 Stock Incentive Plan for Directors, 
Officers and Employees (the "Plan") is to advance the interests of Golden 
Panther Resources, Ltd., a Nevada corporation ( the "Company"), and its 
shareholders by awarding equity based, long-term incentives which will enable 
the Company to attract and retain officers, directors, advisory  board 
members 
and key employees who are and will be largely responsible for the future 
growth and continuing success of the Company and to compensate certain 
independent contractors and consultants who provide personal services of 
substantial benefit or value to the Company.  It is intended that this 
purpose 
will be effected through the granting of Options and Restricted Stock (as 
defined herein) in accordance with the terms of the Plan.

2. DEFINITIONS       In addition to other capitalized terms which are defined 
in the Plan, the following terms shall have the following definitions:

2.1       "Board" - the Board of Directors of the Company.

2.2       "Change of Control"- (a) an acquisition of the Company by means of 
a 
merger or consolidation of the Company with or into another corporation or a 
purchase of substantially all of the Company's assets, following which a 
majority of the Board of Directors of the successor or acquiring corporation 
is not comprised of individuals who constituted a majority of the Company's 
Board immediately prior to the merger, consolidation or purchase of assets, 
or 
(b) a change in the composition of a majority of the members of the Company's 
Board effected by the vote of a person who has acquired a number of Voting 
securities of the Company sufficient to elect a majority of the Board.  As 
used in this definition, the term "person" shall include two or more persons 
acting as a partnership, limited partnership, syndicate or other group for 
the 
purpose of acquiring, holding or disposing of the voting securities of the 
Company.

2.3       "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.4       "Common Stock" - the Company's $0.001 par value Common Stock.

2.5       "Compensation Committee" or "Committee" shall mean the Compensation 
Committee of the Board, provided that the Compensation Committee shall at all 
times consist of two or more directors of the Company each of whom is not (a) 
currently an officer of (or currently employed by) the Company or any parent 
or Subsidiary of the Company, (b) receiving compensation, directly or 
indirectly, as a consultant, advisor or independent contractor (except for an 
amount which does not exceed $60,000) or have an interest in a transaction 
requiring disclosure under 404(a) of Regulation S-B under the Exchange Act, 
or 
(c) be engaged in a business relationship which would require disclosure 
under 
Item 404(b) of Regulation S-B under the Exchange Act.

2.6       "Consultant" shall mean a consultant, independent contractor or 
other person or entity who or which has been engaged to provide advisory, 
professional or other personal services to the Company or a Subsidiary 
pursuant to a written agreement approved by the Board or the Compensation 
Committee.

2.7       "Date of Grant" shall mean the date on which the Committee grants 
an 
Option or awards Restricted Stock under the Plan.

2.8       "Disability" shall mean the inability, as determined by the 
Compensation Committee based on advice of a licensed physician, of a 
Participant to engage in any substantial gainful employment by reason of any 
medically determinable physical or mental impairment which can reasonably be 
expected to result in death or which has lasted or can be expected to last 
for 
a continuous period of not less than 12 months.

2.9       "Employee" shall mean an employee of the Company or any Subsidiary.

2.10       "Exchange Act" shall mean the Securities Exchange Act of 1934.

2.11       "Fair Market Value" shall mean the fair market value of a share of 
Common Stock, determined as follows: (a) if the Common Stock is traded on a 
stock exchange or in the NASDAQ National Market System ("NASDAQ/NMS"), the 
fair market value of a share on a particular date shall be the quoted selling 
price per share of Common Stock on such exchange or NASDAQ/NMS on that date; 
(b) if Common Stock is otherwise traded in the over-the-counter market, the 
fair market value of a share of Common Stock on a particular date shall be 
the 
mean between the closing bid and asked quotations per share of the Common 
Stock on that date; or (c) if Common Stock is not traded on a stock exchange, 
NASDAQ/NMS or in the over-the-counter market or, if traded, there are no 
transactions on that date, the fair market value shall be determined in good 
faith by the Committee by applying the rules and principles of valuation set 
forth in Section 10.20312-2 of the Treasury Regulations (relating to the 
valuation of stocks and bonds for purposes of Code Section 2031).

2.12       "Grant Amount" - the number of shares of Restricted Stock granted 
to a Participant under the Plan at the time such Restricted Stock is first 
issued by the Company.

2.13       "Option Amount" shall mean the number of shares subject to an 
Option granted to an Optionee under the Plan.

2.14       "Incentive Stock Option" shall mean an Option which is intended to 
qualify as an "incentive stock options" within the meaning of Code Section 
422.

 2.15       "Nonqualified Stock Option" shall mean an option which is not 
intended to qualify as an Incentive Stock Option.

2.16        "Option" shall mean an option to purchase shares of Common Stock 
granted under the Plan, which may be either an Incentive Stock Option or a 
Nonqualified Option.

2.17       "Option Price" shall mean the purchase price per share of Common 
Stock as determined in accordance with the provisions of Section 10 hereof.

2.18       "Participant" shall mean an officer, director, Employee or 
Consultant of the Company or a Subsidiary to whom an Option or Restricted 
Stock is granted under this Plan.

2.19       "Performance Objectives" shall mean the performance objectives for 
each grant of Restricted Stock under the Plan that must be achieved in order 
for some or all of such Restricted Stock to become Vested, as determined by 
the Compensation Committee at or before the Date of Grant.  Such performance 
objectives may be expressed in terms of (a) the lapse of time during which a 
Participant remains employed by, or in the service of the Company, (b) any 
quantifiable, financial, technical, economic or operational performance 
criteria for the Company, any Subsidiary or any business unit, division or 
function within the Company or any Subsidiary, cash flow, earnings per share, 
capital formation, expenses, gross or net margin, increase in stock price, 
inventory turnover, market share, net income (before or after taxes), net 
operating income, personal management objectives, return on assets, return on 
equity, return on investment, return on sales, revenue and total stockholder 
return, including, but not limited to, or (c) any combination of some or all 
of the foregoing.

2.20       "Reorganization" shall mean a sale or transfer of all or 
substantially all the Company's assets, a merger, reorganization, or 
consolidation of the Company with another corporation in which the Company is 
not the surviving corporation, or liquidation or dissolution of the Company.

2.21       "Restricted Stock" shall mean shares of Common Stock awarded under 
the Plan which remain outstanding and as to which Restrictions have not 
expired or otherwise been removed in accordance with the terms of this Plan.

2.22  "Restricted Stock Award" or "Award" shall mean  any grant of Restricted 
Stock made to a Participant under the Plan.

2.23       "Restrictions" shall mean the restrictions imposed on the sale, 
transfer, assignment or other disposition of Common Stock as set forth in 
Section 7 hereof.

2.24       "Retirement" shall mean a Participant's voluntary termination of 
employment by delivery of formal written notice thereof to the Company at any 
time after he or she has reached sixty (60) years of age and shall have 
accrued fifteen (15) years of service as an employee of the Company 
(including 
its present or former Subsidiaries).

2.25       "Subsidiary" shall mean any corporation of which not less than 
fifty-one percent (51%) of the shares of the voting stock (representing the 
right, other than as affected by events of default, to vote for the election 
of directors or other managing authority) are now, or hereafter during the 
term of this Plan, owned or controlled directly or indirectly by the Company.

2.26       "Termination for Cause" shall mean any involuntary termination of 
a 
Participant's employment by the Company or any Subsidiary if the termination 
is a result of or in connection with such Participant's (a) engaging in any 
business that is competitive with that of the Company while an Employee, (b) 
committing any material act of dishonesty, including but not necessarily 
limited to theft or embezzlement of funds or property of the Company, or 
perpetrating a fraud on or affecting the Company, (c) engaging in any gross 
negligence or willful misconduct with respect to his or her duties and 
responsibilities as an Employee or acts in any other way that has a direct, 
substantial and adverse effect on the Company's reputation, including but not 
necessarily limited to willful or grossly negligent disregard for the 
Company's obligation to comply with laws, regulations and the like applicable 
to the Company, its properties, assets or business, or (d) conviction of a 
felony.

2.27       "Vesting" or "Vested" shall mean the removal of Restrictions as to 
any Restricted Stock awarded under the Plan.

2.28       "Vesting Date" shall mean the date on which Vesting shall be 
determined as set by the Compensation Committee.

3.       SHARES SUBJECT TO THE PLAN.

3.1       The shares reserved for issuance as Options and as Restricted Stock 
under the Plan shall not exceed 3,050,000 shares, respectively, of Common 
Stock, subject to adjustment by the Board or as provided in Section 3.2 
hereof.

3.2       In the event of changes in the outstanding shares of Common Stock 
by 
reason of stock dividends, recapitalization, split-ups, combination, merger 
(including reincorporation effected by means of a merger), reclassification, 
or exchange, of shares, and the like, appropriate adjustments shall be made 
by 
the Board in the number and kind of Options and Restricted Stock which may be 
issued, including adjustments of the limitations set forth in Section 3.1 on 
the maximum number of and kind of shares which may be issued as Options or 
Restricted Stock,

3.3       Any shares of Restricted Stock forfeited to the Company pursuant to 
the terms of this Plan may, subsequently, be issued as Restricted Stock 
hereunder.

4.       EFFECTIVE DATE  The Plan has been adopted by the Board as of July, 
1997 (the "Effective Date"), subject to approval by the affirmative vote, of 
the holders of a majority of the outstanding shares of Common Stock present 
in 
person or by proxy at the 1997 Annual General Meeting of the Company's 
shareholders to be held September 26, 1997.

5.       ADMINISTRATION.  Grants of Options and Restricted Stock Awards and 
other determinations under the Plan shall be made by (a) the Board or (b) the 
Compensation Committee.  In addition, the Board has authority to perform all 
functions of the Committee.

6.       ISSUANCE OF RESTRICTED STOCK, DETERMINATION OF PERFORMANCE
OBJECTIVES 
AND ACHIEVEMENT OF PERFORMANCE OBJECTIVES

6.1       The Compensation Committee may, from time to time:

A.       determine the Participants, if any, to whom Restricted Stock Awards 
are to be issued,

B.       establish the Grant Amount, if any, to be awarded to each, such 
Participant and determine that the value to the Company of the past services 
of such Participant is at least equal to the aggregate par value of the Grant 
Amount;

C.       establish Performance Objectives; and

D.       determine whether and to what extent, if any, the Performance 
Objectives for any previously awarded Restricted Stock, if any, have been 
achieved and, on the basis of such determination, establish the portion, if 
any, of a Grant Amount that is to be Vested.

6.2       Performance Objectives may not be changed, altered or adjusted, 
provided, however, that the Board may make such changes as it deems 
appropriate to reflect the effects on the performance of the Company of an 
acquisition of a company or business, the divestiture of a subsidiary or 
division or other transactions or events outside the ordinary course of 
business which for financial reporting purposes as determined in accordance 
with Generally Accepted Accounting Principles,

6.3       Upon a determination in accordance with Section 6. 1D hereof, that 
any Restricted Stock is to be Vested, the removal of such Restrictions shall 
be effective with respect to such Grant Amount, or portion thereof, as of the 
Vesting Date.

6.4       Participants to whom Restricted Stock Awards are made under the 
Plan 
shall not be required to make any monetary payment to the Company.  However, 
all such Awards shall be subject to the Restrictions and all certificates 
representing Restricted Stock shall be issued with a restrictive legend, 
stamped, imprinted or otherwise inscribed thereon, referencing such 
Restrictions. All share certificates representing such Restricted Stock shall 
be registered in the name of the Participant to whom the Restricted Stock is 
issued and may in accordance with instructions established by the Committee, 
be delivered to the Company's Secretary or such other person as the Company 
may appoint to retain physical custody until the Restrictions imposed thereon 
have expired or shall have been removed.

6.5       Each Restricted Stock Award issued under the Plan shall be 
evidenced 
by a written agreement, in form approved by the Committee, specifying the 
number of shares covered by the Award and such other provisions, consistent 
with the Plan, as may be deemed appropriate by the Committee, and by the 
issuance of one or more stock certificates pursuant to Section 6.4.

7.       RESTRICTIONS.   No shares issued as Restricted Stock Awards 
hereunder 
may be sold, assigned, transferred, pledged, hypothecated, or encumbered, 
either voluntarily or involuntarily until the Vesting of the Restricted Stock 
in accordance with the terms of the Plan.
8.       EXPIRATION AND REMOVAL OF RESTRICTIONS

8.1       Unless sooner removed in accordance with the terms of the Plan, all 
Restrictions applicable to each Award shall automatically expire and 
terminate 
ten (10) years following the Date of Grant.

8.2       If a Participant's employment is terminated voluntarily or 
involuntarily (except for death, Disability, Retirement, the events referred 
to in Sections 8.3 through 8.5 hereof, or in connection with a Reorganization 
in which the Participant becomes employed by a successor corporation or 
business entity) all Restricted Stock held by him shall immediately and 
automatically be forfeited to the Company and Participant shall thereupon 
have 
no further right, title or interest in such Restricted Stock; provided, 
however, that any Restricted Stock that have Vested shall not be forfeited.

8.3       If a Participant's employment with the Company is terminated as a 
result of death or Disability, all Restricted Stock shall be Vested as of the 
date of death or, in the case of Disability, as of the date of the 
determination of such Disability by the Board or Committee as the case may be.

8.4       In the case of termination of employment for Retirement, a pro rata 
portion of the shares of Restricted Stock held by the retiring Participant, 
less the number of shares which have previously Vested, will be Vested 
immediately, calculated on the basis of a five year vesting schedule 
beginning 
on the Date of Grant and ending on the effective date of such Retirement.  
For 
example, if a Participant retires two years after the Date of Grant, 
Restricted Stock would Vest as to forty percent (40%) of the Grant Amount, 
and 
all remaining shares of Restricted Stock held by the Participant would be 
forfeited.

8.5       If within twelve (12) months following a Change in Control there 
should occur, without a Participant's consent, a material lessening of his 
duties and responsibilities as an executive or key management employee of the 
Company or a material reduction in his base salary from the rate in effect as 
of the Date of Grant and, if, within ninety (90) days following such material 
lessening of duties or responsibilities or a material reduction in his base 
salary, the Participant shall, by providing written notice to the Company, 
voluntarily terminate, his employment relationship with the Company, all 
Restricted Stock held by such Participant shall become Vested.

8.6       In the event of a Reorganization, the Board, in its sole discretion 
may Vest all or any part of the issued and outstanding Restricted Stock prior 
to or contemporaneously with the effective date of such Reorganization.  In 
the event of any Reorganization in which holders of Restricted Stock receive 
securities (herein 'Exchange Securities") of another corporation or business 
entity in respect of Restricted Stock held by them, such Exchange Securities 
shall be subject to the Restrictions and to removal or expiration thereof in 
accordance with the terms of this Plan if the Board, for any reason, elects 
not to accelerate the removal of Restrictions prior to or contemporaneously 
with the effective date of the Reorganization.

8.7       Upon Vesting of Restricted Stock in accordance with the terms of 
the 
Plan, all Restrictions imposed by Section 7 hereof shall be deemed removed 
and 
terminated with respect to the applicable Restricted Stock grants and the 
Company shall issue such instructions to the Transfer Agent or Registrar and 
take such other actions as may be appropriate in order to cause the removal, 
cancellation or rescission of all legends, stamps or other inscriptions 
referencing the restrictions on share certificates representing Restricted 
Stock which have Vested.

9.       RIGHTS AS STOCKHOLDERS.  Upon the issuance of the shares of 
Restricted
Stock pursuant to Section 6.5, the Participant shall, subject to the 
Restrictions, have all the rights of a stockholder with respect to said 
shares, including the right to vote the shares and to receive all dividends 
and other distributions paid or made with respect to the shares.

10.     TERMS AND CONDITIONS OF OPTIONS

10.1       ELIGIBILITY.  Options may be granted to Employees, executives, 
offices, directors or advisory board members whose performance for or 
contribution to the Company is considered by the Committee to have a 
significant effect on the success of the Company and to Consultants whose 
retention by the Company involves the performance of personal services that, 
as determined by the Committee, are of significant value or benefit to the 
Company.  The adoption of this Plan shall not be deemed to give any Employee 
or other person any right to be awarded an Option. No Incentive Stock Option 
shall be granted under the Plan to a Consultant.

10.2       OPTION GRANTS.  Each Option shall be evidenced by a written 
agreement (a "Stock Option Agreement") in a form approved and authorized by 
the Committee, which shall be executed by the, Company and the Participant 
receiving the Option.  All Options shall be subject to the following terms 
and 
conditions and such additional terms and conditions, not inconsistent with 
the 
Plan, as the Committee shall deem necessary or appropriate.
A.       The Option shall be designated as either an Incentive Stock Option 
or 
a Nonqualified Stock Option.  However, notwithstanding such designation, to 
the extent that the aggregate Fair Market Value of shares subject to Options 
designated as Incentive Stock Options which become exercisable for the first 
time by a Grantee during any calendar year (under all plans of the Company or 
any Subsidiary) exceeds $100,000, such excess Options, to the extent of the 
shares covered thereby in excess of the foregoing limitation, shall be 
treated 
as Nonqualified Stock Options.  For this purpose, Incentive Stock Options 
shall be taken into account in the order in which they were granted and the 
Fair Market Value of the shares shall be determined as of the Date of Grant.

B.       The exercise or purchase price, if any, for an Option shall be as 
follows:

(i)       In the case of an Incentive Stock Option:

a.       granted to a Participant who, at the time of the such Incentive 
Stock 
Option, owns stock representing more than ten percent (10%) of the voting 
power of all classes of stock of the Company or any Subsidiary, the per share 
exercise price shall be not less than one hundred ten percent (110 %) of the 
Fair Market Value per share of Common Stock on the Date of Grant; 
b.       granted to a Participant other than a Participant described in the 
preceding clause, the per share exercise price shall be not less than one 
hundred percent (100%) of the Fair Market Value per share of Common Stock on 
the Date of Grant.

(ii)       In the case of a Nonqualified Stock Option, the per share exercise 
price shall be not less than one hundred percent (100%) of the Fair Market 
Value per share of Common Stock on the Date of Grant unless otherwise 
determined by the Committee.

C.       The period during which each Option may be exercised shall be fixed 
by the Committee.  Unless the Committee shall designate when an Option 
granted 
pursuant to the Plan is exercisable, Options shall be exercisable as follows: 
(i) at any time after the first anniversary following the Date of Grant, the 
Option shall be exercisable as to 25 percent of the shares covered thereby; 
(ii) at any time after the expiration of two years following the Date of 
Grant, the Option shall be exercisable, cumulatively, as to an additional 25 
percent of the shares covered thereby; (iii) at any time after the expiration 
of three years following the Date of Grant, the Option shall be exercisable, 
cumulative, as to an additional 25 percent of the shares covered thereby; and 
(iv) at any time after the expiration of four years following the Date of 
Grant, the Option shall be exercisable as to all the shares covered thereby 
which have not theretofore been exercised pursuant to the provisions of (i) 
through (iii) above.  The Committee may, after an Option is granted and on 
such terms and conditions as it considers appropriate, accelerate the times 
at 
which the Option may be exercised.

D.       Unless otherwise determined by the Committee, Options granted 
pursuant to the Plan shall expire and cease to be exercisable upon the first 
to occur of any one of the following: (i) the expiration of 10 years 
following 
the Date of Grant; (ii) 90 days following the date when a Participant ceases 
to be an Employee, except in the case of a Termination for Cause, Retirement, 
or a termination by reason of the Participant's death or Disability while an 
Employee; (iii) if the Participant dies while an Employee or ceases to be an 
Employee by reason of the Participant's Disability while an Employee, one 
year 
following such death or termination of employment, whichever occurs first; or 
(iv) upon the Participant's Termination for cause.  Notwithstanding anything 
to the contrary contained herein, in no event may an Option be exercised 
after 
the expiration of 10 Years following the Date of Grant.  Further, the term of 
an Incentive Stock Option shall be no more  ten (10) years from the Date of 
Grant thereof and, in the case of an Incentive Stock Option granted to a 
Participant who, at the time the Option is granted, owns stock representing 
more than ten percent (10%) of the voting power of all classes of stock of 
the 
Company or any Subsidiary, the term of the Incentive Stock Option shall be 
five (5) years from the Date of Grant thereof or such shorter term as may be 
provided in the Stock Option Agreement,

E.       The shares covered by an Option may be purchased and the Option may 
be exercised in whole or in part at any time during the period defined in 
Section 10.2C above and prior to the expiration of such Option. Such exercise 
shall be in the manner fixed by the Committee by giving written notice of 
exercise to the Company specifying the number of shares to be purchased; 
provided, however, that an Option may not be exercised with respect to less 
than 50 shares subject to an Option unless there are less than 50 shares 
remaining subject to the Option.

F,       The notice of exercise of Option, whether the exercise is to be in 
whole or in part, shall be accompanied by delivery to the Company of (i) a 
certified or cashier's check(s), (ii) a check issued by a broker-dealer that 
is a member firm of the New York Stock Exchange, Inc. for 100 percent of the 
Option Price for the shares to be purchased; (iii) at the discretion of, and 
upon such terms and conditions as may be established by, the Committee, 
delivery of Common Stock already owned by the Participant for at least six 
months; or (iv) any combination of the foregoing.  In the event that the 
Option Price is paid by a check issued by a broker-dealer, an executed copy 
of 
the notice of exercise shall be delivered to the broker-dealer, the notice of 
exercise shall instruct the Company to deliver certificates for the shares to 
be purchased to the broker-dealer and the Company shall confirm that it will 
deliver such certificates to the broker-dealer.  No shares shall be issued 
upon exercise of any Option until full payment therefor has been made to and 
received by the Company.

G.       No Option granted under the Plan shall be transferable either 
voluntarily or by operation of law except by will or by the laws of descent 
and distribution and, during the lifetime of the Participant, such Option 
shall be exercisable only by him or her; provided, however, that Incentive 
Stock Options granted hereunder may be transferred on such terms and 
conditions, if any, as the Committee may, in its discretion, deem appropriate 
by amendment to this Plan.  If the Participant dies while an Employee or 
terminates his or her Employee status because of a Disability, without having 
fully exercised his or Option, all shares covered by such Participant's 
Option 
which were exercisable at the date of his or her death or termination of 
Employee status because of a Disability and which becomes exercisable in 
accordance with the terms of such Option, within 12 months thereafter shall 
be 
exercisable within such 12 month period when and as such shares becomes 
exercisable by such Participant (in the case of Disability) or, in the case 
of 
death, by his or her estate or any other person who acquired the right to 
exercise the Option by bequest of inheritance or by reason of death of the 
Participant and such estate or other person shall have the right to purchase 
by exercise of said Option all or any portion of such shares; provided, 
however, that no Option may be exercised at any time after the expiration 
date 
thereof.  If the Option is exercised by a person other than the Participant, 
the Committee may require, appropriate proof of such other person's right to 
exercise said Options.

H.       If a Participant ceases to be an Employee for any reason (other than 
Termination for Cause, death or Disability while an Employee or Retirement) 
his or her Option shall remain exercisable for a period of 90 days thereafter 
to the extent, and only to the extent, such option was exercisable, by its 
terms, as of the effective date of his or her cessation of Employee status.  
Upon Retirement of an Participant, all shares covered by such Participant's 
Option shall continue to be exercisable by such Participant in accordance 
with 
the terms of such Option; provided, however, that if, and to the extent that, 
an Incentive Stock Option is exercised more than 90 days after the Retirement 
date, such Option will be treated as a Nonqualified Option.  No Option may be 
exercised at any time after the expiration date thereof.

I.       If a Participant ceases to be an Employee and such termination was a 
Termination for Cause, all Options shall immediately expire and cease to be 
exercisable.

J.       No fractional shares will be issued pursuant to the exercise of any 
Option nor will any cash payment be made in lieu of fractional shares.

K.       In the event that, within 12 months following a Change in Control 
there should occur, without an Participant's consent, a material lessening of 
his or her duties and responsibilities as an Employee or a material reduction 
in his or her base salary from the rate in effect as of the Date of Grant and 
if, within ninety (90)-days following such material lessening of duties or 
responsibilities or a material reduction in his or her base salary, the 
Participant shall, by providing written notice to the company, voluntarily 
terminate his or her Employee status, unless the Board has, prior to such 
Change in Control, in its sole discretion determined that all or a portion of 
the outstanding Options held by such Participant shall become immediately and 
fully exercisable upon or immediately following such Change in Control, all 
shares covered by such Participant's Options shall become, immediately and 
fully exercisable and such Participant shall have the right to purchase, by 
exercise of such Option, all or any portion of the shares covered by such 
Option; provided, however, that in no event may any Option be exercised after 
the expiration date thereof.

L.       If (i) within 12 months following a Change in Control, a 
Participant's Employee status should be terminated Involuntary by the Company 
(or any successor to the Company by reason of such Change in Control) and 
such 
termination is not a Termination for Cause, and (ii) the Board has not prior 
to such Change in Control, in its sole discretion, determined that all or a 
portion of the outstanding Options held by such Participant shall become 
immediately and fully exercisable upon or immediately following such Change 
in 
Control, then all shares covered by such Participant's Options shall become 
immediately and fully exercisable and such Participant shall have the right 
to 
purchase by exercise of such Option, all or any portion of the shares covered 
by such Option; provided, however, that in no event may an Option be 
exercised 
after the expiration date thereof,

M.       In the event of any Reorganization, all rights of the person or 
persons entitled to exercise then outstanding Options granted under the Plan 
and such Options shall wholly and completely terminate at the time of any 
such 
Reorganization, except to the extent that any agreement or undertaking of any 
party to any such Reorganization shall make specific provision with respect 
to 
such Option and the rights of such Participants.  Notwithstanding the 
foregoing, the Board may determine that each Participant shall have the right 
immediately prior to such Reorganization to exercise such Participant's 
Option 
with respect to any or all of the shares remaining subject to such Option, 
whether or not such shares are then otherwise purchasable by said 
Participant.  To the extent that any such exercise relates to shares which 
are 
not otherwise purchasable by the Participant at such time, such exercise 
shall 
be contingent upon the consummation of such Reorganization.

N.       The Committee reserves the right and shall determine the expiration, 
terms, termination, exercisability and other conditions relating to Options, 
if any, granted to Consultants.

11. ADMINISTRATION AND OPERATION

11.1       GOVERNMENT REGULATIONS.   The Plan and the operation thereof shall 
be subject to all applicable federal and state laws, rules and regulations, 
and to such approvals by any regulatory or governmental agency as may be 
required, including, but not necessarily limited to, the obtaining of 
necessary permits and authorizations from applicable state securities 
commissions and agencies,
if required, and registration of the securities subject to this Plan with the 
Securities and Exchange Commission.

In addition, the Company may cause an appropriate legend to be affixed to any 
stock certificate representing Common Stock issued under the Plan in 
accordance with all applicable federal
and state securities laws, rules and regulations.  Moreover, the Plan is 
subject to amendments by the Board in the event necessary to register the 
shares to be issued hereunder with the SEC on a Form S-8 registration 
statement or any other form chosen by the Company.

11.2       WITHHOLDING.   Whenever, under the Code and applicable 
regulations, 
the issuance of shares of Common Stock upon the exercise of Options or the 
Vesting of Restricted Stock will result in any requirement that the 
Participant pay or otherwise satisfy any federal, state or local payroll 
withholding amounts, including taxes, FICA and the like, it shall be a 
condition to the issuance (or Vesting) of such Common Stock that the 
Participants shall have made arrangements satisfactory to the Company, as 
determined in accordance with rules established by the Committee, with 
respect 
to the payment or satisfaction of such withholding amounts.  In lieu of 
paying 
in cash additional sums which may be required to satisfy such withholding 
amount
s, if any, the Committee may permit Participants to elect to deliver to the 
Company shares of Common Stock held by such Participant or a portion of the 
shares of Common Stock subject to the Option then being exercised by such 
Participant (or to be Vested in the case of Restricted Stock) as payment or 
in 
partial payment of the withholding amount requirement subject, however, to 
such rules as may be adopted by the Committee.

11.3       AMENDMENTS.  The Board may at any time and from time to time 
modify, amend, suspend or discontinue the Plan in any respect, except that, 
without stockholder approval, the Board may not increase the, number of 
shares 
reserved under the Plan (other than increases due to changes in 
capitalization), permit the issuance of Common Stock upon exercise of an 
Option before payment therefor in full, make any change in the eligibility 
requirements hereunder. or extend the period within which Incentive Stock 
Options may be granted.  Approval by the stockholders means approval by the 
holders of the requisite number of shares of Common Stock either (a) at a 
meeting at which shareholders are present or represented by proxy; and (b) by 
written consent of shareholders, in each case, in accordance with the 
applicable laws of the State of Nevada.  The modification or amendment of the 
Plan shall not, without  the consent of a Participant, adversely affect his 
or 
her rights under Options or Restricted Stock previously issued to him or her.

11.4   EMPLOYMENT RELATIONSHIP.   Neither the Plan nor any Option or 
restricted Stock granted hereunder shall confer upon any Participant any 
right 
to continued employment by the Company or any Subsidiary, or shall interfere 
in any way with the right of the Company or any Subsidiary to terminate his 
or 
her employment at any time with or without notice or cause.

11.5       LISTING ON EXCHANGE.  The Company shall not be required to issue 
or 
deliver any certificates for shares of Common Stock under the Plan prior to: 
(a) the listing of such shares on any stock exchange on which the Common 
Stock 
may then be listed; and (b) the completion of any registration or, 
qualification of such shares under any federal or state securities laws, or 
any rulings or regulation of any governmental body, which the Committee shall 
in its sole discretion, determine to be necessary or advisable.

12.       GENERAL PROVISIONS

12.1       No Participant and no beneficiary or other person claiming under 
or 
through such Participant shall have any rights as a stockholder of the 
Company 
with respect to any shares of Common Stock allocated or reserved under the 
Plan and subject to any Option or Restricted Stock Award except as to such 
Shares of Common Stock, if any, that have been issued or transferred to such 
Participant free of any Restrictions.

12.2       The Plan and all determinations made and actions taken pursuant 
thereto shall
be governed by the laws of the State of Nevada and construed in accordance 
therewith.

12.3       Continuance of the Plan with respect to the grant of Incentive 
Stock Options and grants to Employees shall be subject to approval by the 
stockholders of the Company within twelve (12) months before or after the 
date 
the Plan is adopted, and such stockholder approval shall be a condition to 
the 
right of a Covered Employee to receive Performance-Based Compensation 
hereunder.  Such stockholder approval shall be obtained in the degree and 
manner required under applicable laws.

       This Golden Panther Resources, Ltd. 1997 Stock Incentive Plan for 
Directors, Officers and Employees was adopted by the Board on July 28, 1997.

GOLDEN PANTHER RESOURCES, LTD.

By:/s/ Gordon Muir                                            By:/s/ 
Katharine 
Johnston              
Name:  Gordon Muir                                          Name:  Katharine 
Johnston
Title:  Chief Executive Officer                            Title:  Secretary