Filed by Automated Filing Services Inc. (604) 609-0244 - NovaGold Resources Inc. - Exhibit 4.1






 NOVAGOLD RESOURCES INC. 

 2004 STOCK OPTION PLAN 

 PART 1  

 INTERPRETATION 

	1.01 	 	Definitions In this Plan the
        following words and phrases shall have the following meanings, namely:

	 	 	 
	 	(a)	"Board" means the board of directors
        of the Company and includes any committee of directors appointed by the
        directors as contemplated by Section 3.01 hereof;

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

	 	 	 
	 	(c)	"Code" means the U.S. Internal
        Revenue Code of 1986, as amended;

	 	 	 
	 	(d)	"Company" means NovaGold Resources
        Inc.;

	 	 	 
	 	(e)	"Director" means any director
        of the Company or of any of its subsidiaries;

      

	 	 	 
	 	(f)	"Employee" means any individual
        in the employment of the Company or any of its subsidiaries or of a company
        providing management or administrative services to the Company;

	 	 	 
	 	(g)	"Exchange" means The Toronto
        Stock Exchange and any other stock exchange on which the Shares are listed
        for trading;

	 	 	 
	 	(h)	"Exchange Policy" means the policies,
        bylaws, rules and regulations of the Exchange governing the granting of
        options by the Company, as amended from time to time;

	 	 	 
	 	(i)	 "Expiry Date" means not later
        than ten years from the date of grant of the Option or, if Exchange Policy
        does not permit a term of 10 years for Options granted by the Company
        not later than five years from the date the Option is granted;

	 	 	 
	 	(j)	"Fair Market Value" means, with
        respect to any property (including, without limitation, any Shares), the
        fair market value of such property determined by such methods or procedures
        as are established from time to time by the Board. Unless otherwise determined
        by the Board, the fair market value of a Share as of a given date will
        be (a) the price at which the last recorded sale of a board lot of Shares
        took place on the Exchange during the trading day immediately preceding
        the date in question or (b) if there was no such sale, the weighted average
        trading price on the Exchange for the Shares for the five trading days
        immediately preceding the date in question;

	 	 	 
	 	(k)	"Incentive Stock Option" means
        an Option granted to a U.S. Participant that is intended to qualify as
        an "incentive stock option" within the meaning of section 422 of the Code.

	 	 	 
	 	(l) 	"Insider" has the meaning ascribed
        thereto in the Securities Act;

	 	 	 
	 	(m)	"Joint Actor" means a person
        acting "jointly or in concert with" another person as that phrase is interpreted
        in section 96 of the Securities Act;









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	 	(n)	"Nonqualified Stock Option" means
        an Option granted to a U.S. Participant that is not an Incentive Stock
        Option;

	 	 	 
	 	(o)	"Option" means an option to acquire
        Shares granted under this Plan;

	 	 	 
	 	(p)	"Option Agreement" means the
        written agreement between the Company and an optionee relating to the
        granting of an Option, in the form or substantially in the form of Exhibit
        A or Exhibit B attached to this Plan, and containing such terms
        and conditions as are required by Exchange Policy and Securities Laws;

	 	 	 
	 	(q)	"Option Price" means the price
        at which Options may be granted in accordance with Exchange Policy and
        Securities Laws and means the price at which the last recorded sale of
        a board lot of Shares took place on the Exchange during the trading day
        immediately preceding the date of granting the Option or, if there was
        no such sale, the weighted average trading price on the Exchange for the
        Shares for the five trading days immediately preceding the date of granting
        the Option;

	 	 	 
	 	(r) 	"Officer" means any senior officer
        of the Company or of any of its subsidiaries as defined in the Securities
        Act;

	 	 	 
	 	(s)	 "Outstanding Issue" is determined
        by Exchange Policy and by Securities Laws, and is based on the number
        of Shares that are outstanding immediately prior to the Share issuance
        in question, excluding Shares issued over the preceding one year period
        pursuant to stock options, stock option plans, employee stock purchase
        plans or any other compensation or incentive mechanism involving the issuance
        or potential issuance of Shares including a share purchase from treasury
        which is financial assisted by the Company by way of loan, guarantee or
        otherwise;

	 	 	 
	 	(t)	"Parent" means a "parent corporation"
        as defined in section 424(e) of the Code;

	 	 	 
	 	(u)	"Plan" means this stock option
        plan as from time to time amended;

	 	 	 
	 	(v)	"Securities Act" means the Securities
        Act, as amended, from time to time;

	 	 	 
	 	(w)	"Securities Laws" means the act,
        policies, bylaws, rules and regulations of the securities commissions
        governing the granting of options by the Company, as amended from time
        to time;

	 	 	 
	 	(x)	"Service Provider" means an Employee
        or insider of the Company or any of its subsidiaries and includes any
        other person who is engaged to provide either directly or through a corporation,
        ongoing management or consulting services to the Company or its affiliates;

	 	 	 
	 	(y)	"Shares" means common shares
        of the Company;

	 	 	 
	 	(z)	"Subsidiary" means a "subsidiary
        corporation" as defined in section 424(f) of the Code;

	 	 	 
	 	(aa)	"U.S. Participant" means a Service
        Provider, Officer or Director who is a U.S. citizen or a U.S. resident,
        in each case as defined in the Code;

	 	 	 
	 	(bb)	"Vested" means that an Option
        has become exercisable in accordance with the terms of this Plan and any
        applicable Option Agreement;

	 	 	 
	 	(cc)	"10% Shareholder" means a person
        who owns (taking into account the constructive ownership rules under section
        424(d) of the Code) more than 10% of the total combined voting power of
        all classes of stock of the Company (or of any Parent or Subsidiary of
        the Company).



 1.02               
  Gender Throughout this Plan, words importing the masculine gender shall
  be interpreted as including the female gender. 





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 PART 2  

 PURPOSE OF PLAN 

 2.01               
  Purpose The purpose of this Plan is to attract and retain Service Providers,
  Officers or Directors to the Company and to motivate them to advance the interests
  of the Company by affording them with the opportunity to acquire an equity interest
  in the Company through Options. 

 PART 3  

 GRANTING OF OPTIONS 

 3.01               
  Administration This Plan shall be administered by the Board or, if the
  Board so elects, by a committee (which may consist of only one person) appointed
  by the Board from its members. 

 3.02               
  Committee's Recommendations The Board may accept all or any part of recommendations
  of the committee or may refer all or any part thereof back to the committee
  for further consideration and recommendation. 

 3.03               
  Grant by Resolution The Board, on its own initiative or, a committee
  of the Board duly appointed for the purpose of administering this Plan, may,
  by resolution, designate all eligible persons who are Service Providers, Officers
  or Directors, or corporations employing or wholly owned by such Service Provider,
  Officer or Director, to whom Options should be granted and specify the terms
  of such Options which shall be in accordance with Exchange Policy and Securities
  Laws. 

 3.04               
  Terms of Option The resolution of the Board shall specify the number
  of Shares that should be placed under Option to each such Service Provider,
  Officer or Director, the exercise price to be paid for such Shares upon the
  exercise of each such Option, and the period during which such Option may be
  exercised. 

 3.05               
  Option Agreement Every Option granted under this Plan shall be evidenced
  by an Option Agreement and, where not expressly set out in the Option Agreement,
  the provisions of such Option Agreement shall conform to and be governed by
  this Plan. In the event of any inconsistency between the terms of any Option
  Agreement and this Plan, the terms of this Plan shall govern. 

 PART 4  

 CONDITIONS GOVERNING THE GRANTING AND EXERCISING OF OPTIONS


 4.01               
  Exercise Price The exercise price of an Option granted under this Plan
  shall not be less than the Option Price at the time of granting the Options.


 4.02               
  Expiry Date Each Option shall, unless sooner terminated, expire on a
  date to be determined by the Board which will not be later than the Expiry Date.


 4.03               
  Different Exercise Periods, Prices and Number The Board may, in its absolute
  discretion, upon granting an Option under this Plan, and subject to the provisions
  of Section 7.03 hereof, specify a particular time period or periods following
  the date of granting the Option during which the optionee may exercise his Option
  to purchase Shares, may designate the exercise price and the number of Shares
  in respect of which such optionee may exercise his Option during each such time
  period and may determine and impose terms upon which each Option shall become
  Vested. 

 4.04               
  Number of Shares To one Person The number of Shares reserved for issuance
  to any one person pursuant to Options granted under this Plan shall not exceed
  5% of the outstanding Shares at the time of granting of the Options. 





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 4.05               
  Termination of Employment If a Director, Officer or Service Provider
  ceases to be so engaged by the Company for any reason other than death, such
  Director, Officer or Service Provider shall have such rights to exercise any
  Option not exercised prior to such termination within the lesser of six months
  from the date of the termination or the Expiry Date of the Option provided that
  if the termination is for just cause the right to exercise the Option shall
  terminate on the date of termination unless otherwise determined by the Directors.


 4.06               
  Death of Optionee If a Director, Officer or Service Provider dies prior
  to the expiry of his Option, his legal representatives may, within the lesser
  of one year from the date of the optionee's death or the Expiry Date of the
  Option, exercise that portion of an Option granted to the Director, Officer
  or Service Provider under this Plan which remains outstanding. 

 4.07               
  Assignment No Option granted under this Plan or any right thereunder
  or in respect thereof shall be transferable or assignable otherwise than by
  will or pursuant to the laws of succession except that, if permitted by all
  applicable Securities Laws and the rules and policies of the Exchange, an optionee
  shall have the right to assign any Option granted to him hereunder to a trust
  or similar legal entity established by such optionee. 

 4.08               
  Notice Options shall be exercised only by written notice to the Company
  in accordance with the terms and conditions of this Plan and the applicable
  Option Agreement. 

 4.09               
  Payment Options may be exercised in whole or in part at any time prior
  to their lapse or termination. Shares purchased by an optionee on exercise of
  an Option shall be paid for in full at the time of their purchase. 

 4.10               
  Securities Laws Notwithstanding any other provision contained in this
  Plan, no holder may exercise any Option granted under this Plan and no Shares
  may be issued upon exercise of an Option unless such exercise and issuance are
  in compliance with all applicable Securities Laws. 

 PART 5  

 RESERVE OF SHARES FOR OPTIONS 

 5.01               
  Sufficient Authorized Shares to be Reserved Whenever the Memorandum or
  Articles of the Company limit the number of authorized Shares, a sufficient
  number of Shares shall be reserved by the Board to satisfy the exercise of Options
  granted under this Plan. Shares that were the subject of Options that have lapsed
  or terminated shall thereupon no longer be in reserve and may once again be
  subject to an Option granted under this Plan. 

 5.02               
  Maximum Number of Shares to be Reserved Under Plan The aggregate number
  of Shares which may be subject to issuance pursuant to Options granted under
  this Plan shall be 9,000,000 shares. 

 5.03               
  Maximum Number of Shares Reserved Under no circumstances shall this Plan,
  together with all of the Company's other previously established or proposed
  stock options, stock option plans, employee stock purchase plans or any other
  compensation or incentive mechanisms involving the issuance or potential issuance
  of Shares, result, at any time, in: 

	 	(a)	the number of Shares reserved for issuance
        pursuant to stock options granted to Insiders exceeding 10% of the Outstanding
        Issue, subject to increase upon shareholder and Exchange approval;

	 	 	 
	 	(b)	the issuance to Insiders, within a one
        year period, of a number of Shares exceeding 10% of the Outstanding Issue;
        or

	 	 	 
	 	(c)	the issuance to any one Insider and
        such Insider's associates, within a one year period, of a number of Shares
        exceeding 5% of the Outstanding Issue.









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 PART 6  

 OPTIONS GRANTED TO U.S. PARTICIPANTS 

 6.01               
  Maximum Number of Shares for Incentive Stock Options Notwithstanding
  any other provision of this Plan to the contrary, the number of Shares available
  for granting Incentive Stock Options under the Plan may not exceed 9,000,000,
  subject to adjustment as provided in this Plan and subject to the provisions
  of section 422 and 424 of the Code. 

 6.02               
  Designation of Options The Option Agreement relating to any Option granted
  to a U.S. Participant shall specify whether such Option is an Incentive Stock
  Option or a Nonqualified Stock Option. If no such specification is made, the
  Option will be (a) an Incentive Stock Option if all of the requirements under
  the Code are satisfied or (b) in all other cases, a Nonqualified Stock Option.


 6.03               
  Special Requirements for Incentive Stock Options In addition to the other
  provisions of this Plan (and notwithstanding any other provision of this Plan
  to the contrary), the following limitations and requirements will apply to an
  Incentive Stock Option: 

	 	(a)	An Incentive Stock Option may be granted
        only to employees (including a Director or Officer who is also an employee)
        of the Company (or of any Parent or Subsidiary of the Company). For purposes
        of this Part 6, the term "employee" shall mean a person who is an employee
        for purposes of the Code.

	 	 	 
	 	(b)	The Board will not grant Incentive Stock
        Options in which the aggregate Fair Market Value (determined as of the
        date of grant) of the Shares with respect to which Incentive Stock Options
        are exercisable for the first time by any U.S. Participant during any
        calendar year (under this Plan and all other plans of the Company and
        of any Parent or Subsidiary of the Company) exceeds US$100,000 or any
        limitation subsequently set forth in section 422(d) of the Code.

	 	 	 
	 	(c)	The exercise price payable per Share
        upon exercise of an Incentive Stock Option will not be less than 100%
        of the Fair Market Value of a Share on the date of grant of such Incentive
        Stock Option; provided, however, that, in the case of the grant of an
        Incentive Stock Option to a U.S. Participant who, at the time such Incentive
        Stock Option is granted, is a 10% Shareholder, the exercise price payable
        per Share upon exercise of such Incentive Stock Option will be not less
        than 110% of the Fair Market Value of a Share on the date of grant of
        such Incentive Stock Option.

	 	 	 
	 	(d)	An Incentive Stock Option will terminate
        and no longer be exercisable no later than 10 years after the date of
        grant of such Incentive Stock Option; provided, however, that in the case
        of a grant of an Incentive Stock Option to a U.S. Participant who, at
        the time such Incentive Stock Option is granted, is a 10% Shareholder,
        such Incentive Stock Option will terminate and no longer be exercisable
        no later than 5 years after the date of grant of such Incentive Stock
        Option.

	 	 	 
	 	(e)	If a U.S. Participant who has been granted
        Incentive Stock Options ceases to be employed by the Company (or by any
        Parent or Subsidiary of the Company) for any reason, whether voluntary
        or involuntary, other than death, permanent disability or just cause,
        such Incentive Stock Option shall be exercisable by the U.S. Participant
        (to the extent such Incentive Stock Option was Vested on the date of cessation
        of employment) at any time prior to the earlier of (i) the date that is
        three months after the date of cessation of employment or (ii) the expiration
        of the term of such Incentive Stock Option. If a U.S. Participant who
        has been granted Incentive Stock Options ceases to be employed by the
        Company (or by any Parent or Subsidiary of the Company) because of the
        death or permanent disability of such U.S. Participant, such U.S. Participant,
        such U.S. Participant's personal representatives or administrators, or
        any person or persons to whom such Incentive Stock Option is transferred
        by will or the applicable laws of descent and distribution, may exercise
        such Incentive Stock Option (to the extent such Incentive Stock Option
        was vested on the date of death or permanent disability, as the case may
        be) at any time prior to the earlier of (i) the date that is six (6) months
        after the date of death or permanent disability, as the case may be, or
        (ii) the expiration of the term of such Incentive Stock Option. If a U.S.
        Participant who has been granted Incentive Stock Options ceases to









 - 23 - 

	 	 	be employed by the Company (or by any Parent or Subsidiary
        of the Company) for cause, the right to exercise such Incentive Stock
        Option will terminate on the date of cessation of employment, unless otherwise
        determined by the Board. For purposes of this Part 6, the term "permanent
        disability" has the meaning assigned to that term in section 22(e)(3)
        of the Code.

	 	 	 
	 	(f) 	An Incentive Stock Option granted to a U.S. Participant
        may be exercised during such U.S. Participant's lifetime only by such
        U.S. Participant.

	 	 	 
	 	(g)	An Incentive Stock Option granted to a U.S. Participant
        may not be transferred, assigned or pledged by such U.S. Participant,
        except by will or by the laws of descent and distribution.



PART 7

 CHANGES IN OPTIONS 

 7.01               
  Share Consolidation or Subdivision In the event that the Shares are at
  any time subdivided or consolidated, the number of Shares reserved for granting
  of Options and the price payable for any Shares that are then subject to Options
  shall be adjusted accordingly.

 7.02               
  Stock Dividend In the event that the Shares are at any time changed as
  a result of the declaration of a stock dividend thereon, the number of Shares
  reserved for granting of Options and the price payable for any Shares that are
  then subject to Options may be adjusted by the Board to such extent as they
  deem proper in their absolute discretion.

 7.03               
  Effect of a Take-Over Bid If a bona fide offer (an "Offer") for
  Shares is made to the optionee or to shareholders of the Company generally or
  to a class of shareholders which includes the optionee, which Offer, if accepted
  in whole or in part, would result in the offeror becoming a control person of
  the Company, within the meaning of subsection 1(1) of the Securities Act, the
  Company shall, immediately upon receipt of notice of the Offer, notify each
  optionee of full particulars of the Offer, whereupon all Shares subject to such
  Option will become Vested and the Option may be exercised in whole or in part
  by the optionee so as to permit the optionee to tender the Shares received upon
  such exercise, pursuant to the Offer. However, if:

	 	(a)	the Offer is not completed within the
        time specified therein; or

	 	 	 
	 	(b)	all of the Shares tendered by the optionee
        pursuant to the Offer are not taken up or paid for by the offeror in respect
        thereof,



then the Shares received upon such exercise, or in the case
  of clause (b) above, the Shares that are not taken up and paid for, may be returned
  by the optionee to the Company and reinstated as authorized but unissued Shares
  and with respect to such returned Shares, the Option shall be reinstated as
  if it had not been exercised and the terms upon which such Shares were to become
  Vested pursuant to this section shall be reinstated. If any Shares are returned
  to the Company under this section 7.03, the Company shall immediately refund
  the exercise price to the optionee for such Shares.

 7.04               
  Acceleration of Expiry Date If an Offer is made by an offeror at any
  time when an Option granted under the Plan remains unexercised, in whole or
  in part the Directors may, upon notifying each optionee of full particulars
  of the Offer, declare all Shares issuable upon the exercise of Options granted
  under the Plan, Vested, and declare that the Expiry Date for the exercise of
  all unexercised Options granted under the Plan is accelerated so that all Options
  will either be exercised or will expire prior to the date upon which Shares
  must be tendered pursuant to the Offer.

 7.05               
  Effect of a Change of Control If a Change of Control occurs, all Shares
  subject to each outstanding Option will become Vested, whereupon such Option
  may be exercised in whole or in part by the optionee.





 - 24 - 

 PART 8  

 EXCHANGE'S RULES AND POLICIES APPLY 

 8.01               
  Exchange's Rules and Policies Apply This Plan and the granting and exercise
  of any Options hereunder are also subject to such other terms and conditions
  as are set out from time to time in the rules and policies on stock options
  of the Exchange and any securities commission having authority and such rules
  and policies shall be deemed to be incorporated into and become a part of this
  Plan. In the event of an inconsistency between the provisions of such rules
  and policies and of this Plan, the provisions of such rules and policies shall
  govern. 

 PART 9  

 AMENDMENT OF PLAN 

 9.01               
  Board May Amend The Board may, by resolution, amend or terminate this
  Plan, but no such amendment or termination shall, except with the written consent
  of the optionees concerned, affect the terms and conditions of Options previously
  granted under this Plan which have not then been exercised or terminated. 

 9.02               
  Exchange Approval Any amendment to this Plan or Options granted pursuant
  to this Plan shall not become effective until such Exchange and shareholder
  approval as is required by Exchange Policy and Securities Laws has been received.


 PART 10  

 MISCELLANEOUS 

 10.01               
  Other Plans Not Affected This Plan is in addition to any other existing
  plans and shall not in any way affect the policies or decisions of the Board
  in relation to the remuneration of Directors, Officers and Service Providers.


 10.02               
  No Rights Until Option Exercised An optionee shall be entitled to the
  rights pertaining to share ownership, such as to dividends, only with respect
  to Shares that have been fully paid for and issued to him upon exercise of an
  Option. 

 10.03               
  No Right to Employment This Plan will not confer upon any optionee any
  right with respect to continuation of such optionee's employment, consulting
  or other service relationship with the Company, and will not interfere in any
  way with the Company's right to terminate such optionee's employment, consulting
  or other service relationship at any time, with or without cause. 

 10.04               
  U.S. Tax Withholding In order to comply with all applicable federal or
  state income tax laws or regulations, the Company may take such action as it
  deems appropriate to ensure that all applicable U.S. federal or state payroll,
  withholding, income or other taxes that are the sole and absolute responsibility
  of a U.S. Participant are withheld or collected from such U.S. Participant.
  For the purposes of assisting a U.S. Participant in paying all or a portion
  of the U.S. federal and state taxes to be withheld or collected upon exercise
  of an Option, the Board, in its discretion and subject to such additional terms
  and conditions as it may adopt, may permit a U.S. Participant, subject to applicable
  laws, to satisfy such tax obligation by (a) electing to have the Company withhold
  a portion of the Shares otherwise to be delivered upon exercise of such Option
  having a Fair Market Value equal to the amount of such taxes or (b) delivering
  to the Company Shares (other than Shares issuable upon exercise of such Option)
  having a Fair Market Value equal to the amount of such taxes. The election,
  if any, must be made on or before the date that the amount of tax to be withheld
  is determined. 

 10.05               
  No Trust Fund Neither this Plan nor any Option will create or be construed
  to create a trust or separate fund of any kind or a fiduciary relationship between
  the Company and an optionee or any other person. To the extent that any optionee
  acquires a right to receive payments from the Company pursuant to an Option,
  such right will be no greater than the right of any unsecured general creditor
  of the Company. 





 - 25 - 

 10.06               
  Governing Law The validity, construction and effect of this Plan and
  any Option Agreement will be determined in accordance with the internal laws,
  and not the law of conflicts, of the Province of British Columbia and the laws
  of Canada applicable therein. 

 10.07               
  Effective Date This Plan shall become effective upon the later of the
  date of acceptance for filing of this Plan by the Exchange and the approval
  of this Plan by the shareholders of the Company; provided, however, that Options
  may be granted under this Plan prior to the receipt of approval of the Exchange.
  In the event that this Plan is not adopted by the shareholders of the Company
  within 12 months after approval by the Board, this Plan will remain effective;
  provided, however, that any Incentive Stock Options granted under the Plan shall
  be deemed to be Nonqualified Stock Options. 

 10.08               
  Term of Plan No Options shall be granted under the Plan after 10 years
  from the earlier of the date of adoption of the Plan by the Board or the date
  of shareholder approval of the Plan. However, unless otherwise expressly provided
  in the Plan or in an applicable Option Agreement, any Option theretofore granted
  may extend beyond the end of such 10-year period, and the authority of the Board
  provided for hereunder with respect to the Plan and any Options, and the authority
  of the Board to amend the Plan, shall extend beyond the end of such 10-year
  period. 

 EFFECTIVE DATE OF PLAN: May 11, 2004 





 - 26 - 

 Exhibit A  

 NOVAGOLD RESOURCES INC. OPTION AGREEMENT  

                This
  Option Agreement is entered into between NovaGold Resources Inc. (the "Company")
  and the Optionee named below pursuant to the 2004 Stock Option Plan (the "Plan"),
  a copy of which is attached hereto, and confirms that: 

	1. 	on [insert grant date] (the "Grant Date"); 
	 	 
	2. 	[insert name] (the "Optionee"); 
	 	 
	3. 	was granted the option (the "Option") to purchase [insert # of
      shares] common shares (the "Option Shares") of the Company; 
	 	 
	4. 	for the price (the "Option Price") of $• per Option Share;
    
	 	 
	5. 	which shall be exercisable ("Vested") on • , 200•;
    
	 	 
	6.	terminating on the [insert date] (the "Expiry Date"); 


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

                This
  Option shall be exercisable by delivery of an Exercise Notice in the form attached
  as Appendix 1, duly completed and signed by the Optionee. 

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

                IN
  WITNESS WHEREOF the parties hereto have executed this Option Agreement as of
  the • day of •, 200•. 

	 	 	 	NOVAGOLD RESOURCES INC.
	 	 	  	 
	 	 	Per:	 
	OPTIONEE	 	 	Authorized Signatory








 - 27 - 

 Exhibit B  

 NOVAGOLD RESOURCES INC. OPTION AGREEMENT FOR U.S. PARTICIPANT
   

                This
  Option Agreement is entered into between NovaGold Resources Inc. (the "Company")
  and the Optionee named below pursuant to the 2004 Stock Option Plan (the "Plan"),
  a copy of which is attached hereto, and confirms that: 

	1. 	on •, 200• (the
        "Grant Date"); 

	 	 	 
	2.	• (the "Optionee");
      

	 	 
	3. 	was granted the option (the
        "Option") to purchase • common shares (the "Option Shares")
        of the Company; 

	 	 
	4. 	for the price (the "Option
        Price") of $• per Option Share; 

	 	 
	5. 	which shall be exercisable
        ("Vested") as to • [if any vesting provisions apply];

	 	 
	6. 	terminating on the •,
        200• (the "Expiry Date"); and 

	 	 
	7. 	the Option is intended to
        qualify for U.S. federal income tax purposes as 

	 	 
	 	____
	an Incentive Stock Option 

	 	 	 
	 	____
	a Nonqualified Stock Option 



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

                This
  Option shall be exercisable by delivery of an Exercise Notice in the form attached
  as Appendix 1, duly completed and signed by the Optionee. 

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

                IN
  WITNESS WHEREOF the parties hereto have executed this Option Agreement as of
  the • day of •, 200•. 

	 	 	NOVAGOLD RESOURCES INC.
	 	 	 	 
	 	 	Per:	 
	OPTIONEE	 	 	Authorized Signatory








 - 28 - 

 APPENDIX 1  

 EXERCISE NOTICE  

 NovaGold Resources Inc. 

  Suite 3454, Bentall IV 

  1055 Dunsmuir Street 

  PO Box 49215 

  Vancouver, British Columbia, Canada V7X 1K8 

  Attention: Chief Financial Officer 

                Effective
  as of today, ___________ , 20__, the undersigned optionee hereby elects to exercise
  optionee's option to purchase ________ common shares (the "Shares") of
  NovaGold Resources Inc. (the "Company") at $ _______________ per share
  under and pursuant to the 2004 Stock Option Plan (the "Plan") and the
  Stock Option Agreement dated ________ , _____ (the "Option Agreement").
  I enclose herewith a certified cheque or bank draft for $ . In connection with
  such exercise, the undersigned optionee represents, warrants and covenants to
  the Company (and acknowledges that the Company is relying thereon) that (check
  one): 

	____	 1.	The undersigned is not a U.S. person (the definition
        of which includes, but is not limited to, a person resident in the United
        States, a partnership or corporation organized or incorporated under the
        laws of the United States, and a trust or estate of which any trustee,
        executor or administrator is a U.S. person), the undersigned was not offered
        the Shares in the United States and the options are not being exercised
        within the United States or for the account or benefit of a U.S. person.
        The terms "United States" and "U.S. person" are as defined by Rule 902
        of Regulation S under the United States Securities Act of 1933, as amended
        (the "1933 Act"); or 

	 	 	 
	____	2. 	Paragraph 1 does not apply. 



The foregoing representations, warranties and covenants are
  made by the undersigned with the intent that they be relied upon in determining
  whether the Shares may be issued under applicable securities laws. The undersigned
  undertakes to notify the Company immediately of any change in any representation,
  warranty or other information relating to the undersigned set forth herein which
  takes place prior to the date of issuance of the Shares. 

 Registration of the stock certificate to the following
  name and address:  

	Name:	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 Delivery of the stock certificate to the following address: 


		Same as above or: 	 
	 	 	 
	Delivery	 	   
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Attention:	 	 




	 	 
	 	(Signature of Optionee) 
	 	 
	 	(Name of Optionee - please print)