Pure Nickel Inc.: Exhibit 4.3 - Prepared by TNT Filings Inc.




  



Exhibit 4.3




PURE NICKEL INC. 


STOCK OPTION PLAN 

ARTICLE 1 
- PURPOSE OF THE PLAN 


1.1 


The purpose of the Plan is to attract,
retain and motivate persons of training, experience and leadership as key
service providers to the Corporation, including their directors, officers and
employees, and to advance the interests of the Corporation by providing such
persons with the opportunity, through share options, to acquire an increased
proprietary interest in the Corporation. 


ARTICLE 2 
- DEFINED TERMS 


2.1 


Where used herein, the following terms
shall have the following meanings, respectively: 

(a)



"Board" means the Board of Directors of
the Corporation; 

(b)



"Committee" means the compensation
committee of the Board; 

(c)



"Corporation" means Pure Nickel Inc. and
includes any successor corporation thereto;

(d)



"Eligible Person" means: 

(i) 


a director, officer, employee or Service
Provider of the Corporation or any Related Entity (an "Eligible Individual"); or


(ii)



a permitted assign (a "Permitted Assign")
as such term is defined in NI 45-106 in respect of the Eligible Individual, and
includes (a) spouse of the Eligible Individual, (a) a trustee, custodian or
administrator acting on behalf of, or for the benefit of, the Eligible
Individual or his or her spouse, (b) a holding entity (as such term is defined
in NI 45-106) of the Eligible Individual or his or her spouse, or (c) an RRSP or
RRIF of the Eligible Individual or his or her spouse; 

(e) 


"Event of Termination" has the meaning
ascribed thereto in Section 6.2; 

(f)



"Insider" means any insider, as such term
is defined in Subsection 1(1) of the Securities Act (Ontario), of the
Corporation and includes any associate or affiliate, as such term is defined in
Subsection 1(1) of the Securities Act (Ontario), of any such insider; 

(g)



"Market Price" means the VWAP on the TSX,
or another stock exchange where the majority of the trading volume and value of
the Shares occurs, for the five trading days immediately preceding the relevant
date or if the Shares are suspended from trading or have not traded on the TSX
or another stock exchange or over-the-counter market for an extended period of
time, the market price of the Shares will be the fair market value of the Shares
as determined by Board; 

(h) 


"NI 45-106" means National Instrument
45-106: Prospectus and Registration Exemptions; 



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(i) 


"Option" means an option to purchase
Shares granted to an Eligible Person under the Plan; 

(j) 


"Option Price" means the price per Share
at which Shares may be purchased under an Option, as the same may be adjusted
from time to time in accordance with ARTICLE 8 hereof; 

(k) 


"Optionee" means an Eligible Person to
whom an Option has been granted and who continues to hold such Option; 

(l) 


"Plan" means this Stock Option Plan, as
the same may be further amended or varied from time to time; 

(m) 


"Related Entity" means the Corporation, a
person that controls or is controlled by the Corporation or that is controlled
by the same person that controls the Corporation; 

(n) 


"Service Provider" means a consultant as
such term is defined in NI 45-106 and includes a service provider as such term
is defined in clause 613(b) of the TSX Company Manual; 

(o)



"Shares" means the common shares of the
Corporation or, in the event of an adjustment contemplated by ARTICLE 8 hereof,
such other shares or securities to which an Optionee may be entitled upon the
exercise of an Option as a result of such adjustment; 

(p) 


"Successor Corporation" has the meaning
ascribed thereto in Section 8.3 

(q) 


"TSX" means the Toronto Stock Exchange;
and 

(r) 


"VWAP" means the volume weighted average
trading price of the Shares, calculated by dividing the total value by the total
volume of Shares traded for the relevant period. 


ARTICLE 3 
- ADMINISTRATION OF THE PLAN


3.1 

The Plan shall be administered
by the Committee under the supervision of the Board. 

3.2 

The Committee shall recommend
to the Board, and the Board shall have the power, where consistent with the
general purpose and intent of the Plan and subject to the specific provisions of
the Plan: 

(a) 


to establish policies and to adopt rules
and regulations for carrying out the purposes, provisions and administration of
the Plan; 

(b)



to interpret and construe the Plan and to
determine all questions arising out of the Plan or any Option, and any such
interpretation, construction or determination made by the Board shall be final,
binding and conclusive for all purposes; 

(c) 


to determine the number of Shares covered
by each Option; 

(d) 


to determine the Option Price of each
Option; 

(e) 


to determine the time or times when
Options will be granted and exercisable; 

(f) 


to determine if the Shares which are
issuable on the exercise of an Option will be subject to any restrictions upon
the exercise of such Option; and 

(g) 


to prescribe the form of the instruments
relating to the grant, exercise and other terms of Options. 

3.3 

Except as
provided in this Section 3.3, no member of the Committee shall, during the
currency of his or her membership on the Committee, be entitled to participate
in the Plan. A member of the Committee may be entitled to participate in the
Plan only if an Option is granted, and the terms and provisions thereof
determined, by the Board without such member of the Committee participating in
any way whatsoever in the granting of an Option to, or the determinations made
with respect to, such member of the Committee or to such Option. 



- 3 - 


3.4 

The Board may, in its
discretion, require as conditions to the grant or exercise of any Option that
the Optionee shall have: 

(a)


represented,
warranted and agreed in form and substance satisfactory to the Corporation that
he or she is acquiring and will acquire such Option and the Shares to be issued
upon the exercise thereof or, as the case may be, is acquiring such Shares, for
his or her own account, for investment and not with a view to or in connection
with any distribution, that he or she has had access to such information as is
necessary to enable him or her to evaluate the merits and risks of such
investment and that he or she is able to bear the economic risk of holding such
Shares for an indefinite period; 

(b)


agreed to
restrictions on transfer in form and substance satisfactory to the Corporation
and to an endorsement on any option agreement or any certificate representing
the Shares to be issued on the exercise thereof referencing such restrictions;
and 

(c) 

agreed to indemnify the
Corporation in connection with the foregoing. 

3.5 

Any Option
granted under the Plan shall be subject to the requirement that, if at any time
counsel to the Corporation shall determine that the listing, registration or
qualification of the Shares subject to such Option upon any securities exchange
or under any law or regulation of any jurisdiction, or the consent or approval
of any securities exchange or any governmental or regulatory body, is necessary
as a condition of, or in connection with, the grant or exercise of such Option
or the issuance or purchase of Shares thereunder, such Option may not be
accepted or exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained on
conditions acceptable to the Board. Nothing herein shall be deemed to require
the Corporation to apply for or to obtain such listing, registration,
qualification, consent or approval. 


ARTICLE 4 - SHARES SUBJECT
TO THE PLAN 

4.1 

Subject to
adjustment as provided in ARTICLE 8 hereof, the Shares to be offered under the
Plan shall consist of the Corporation’s authorized but unissued Shares. The
aggregate number of Shares issuable upon the exercise of all Options granted
under the Plan shall not exceed 10% of the issued and outstanding Shares as at
the date of grant of each Option under the Plan. If any Option granted hereunder
shall expire or terminate for any reason in accordance with the terms of the
Plan without being exercised, the unpurchased Shares subject thereto shall again
be available for grant pursuant to the Plan. 


ARTICLE 5 - ELIGIBILITY
GRANT AND TERMS OF OPTIONS 

5.1 

Options may be granted to any
Eligible Person in accordance with Section 5.2 hereof. 

5.2 

Options may be granted by the
Board it its sole and absolute discretion, with or without the recommendation of
the Committee. 


5.3 

Except as
provided in this ARTICLE 5, the number of Shares subject to each Option, the
Option Price of each Option, the expiration date of each Option, the extent to
which each Option is exercisable from time to time during the term of the Option
and other terms and conditions relating to each such Option shall be determined
by the Board. 

5.4 

In the event
that no specific determination is made by the Board with respect to any of the
following matters, each Option shall, subject to any other specific provisions
of the Plan, contain the following terms and conditions: 

(a) 

the term during which an
Option shall be exercisable shall be 10 years from the date the Option is
granted to the Optionee; and 

(b)


the Optionee
may exercise the Option for not more than 20% of the Shares covered by the
Option during each 12 month period following the first anniversary of the date
of the grant of the Option; provided, however, that if the number of Shares
purchased pursuant to exercises of the Option during any such 12 month period is
less than 20% of the Shares covered by the Option, the Optionee shall have the
right, at any time or from time to time during the remainder of the term of the
Option, to purchase such number of Shares subject to the Option which were
purchasable, but not purchased by him or her, during such 12 month period. 



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5.5 

Subject to any
adjustments pursuant to the provisions of ARTICLE 8 hereof, the Option Price of
any Option shall be in no circumstances lower than the Market Price on the date
of which the grant of the Option is approved by the Board. Notwithstanding the
foregoing, in the event that the Shares are not listed on any stock exchange on
the date on which the grant of an Option is approved by the Board, the Option
Price for such Option shall be determined by the Board. If, as and when any
Shares have been duly purchased and paid for under the terms of an Option, such
Shares shall be conclusively deemed allotted and issued as fully paid
non-assessable Shares at the price paid therefor. 

5.6 

No Options
shall be granted to any Optionee if the total number of Shares issuable to such
Optionee under the Plan, together with any Shares reserved for issuance to such
Optionee under options for services or any other share compensation arrangement,
would exceed 5% of the issued and outstanding Shares at the date of grant. 

5.7 

An Option is
personal to the Optionee and non-assignable (whether by operation of law or
otherwise), except as provided for herein. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of an Option contrary to the provisions
of the Plan, or upon the levy of any attachment or similar process upon an
Option, the Option shall, at the election of the Corporation, cease and
terminate and be of no further force or effect whatsoever. 

5.8 

No Options shall be granted to
an Optionee if such grant could result, at any time, in: 

(a) 


the number of Shares reserved for issuance
pursuant to the Plan or other share compensation arrangements granted to
Insiders exceeding 10% of the issued and outstanding Shares; 

(b)



the number of Shares reserved for issuance
to Insiders, within a one-year period, pursuant to the Plan or other share
compensation arrangements exceeding 10% of the issued and outstanding Shares; or


(c) 


the issuance to any one Insider and such
Insider’s associates or affiliates, within a one-year period, of a number of
Shares exceeding 5% of the issued and outstanding Shares. 

For the purposes of this Section 5.8, the phrase "issued and outstanding
Shares" excludes any Shares issued pursuant to the Plan or other stock options,
stock option plans, employee stock purchase plans or other compensation or
incentive mechanisms, over a preceding one-year period and "associate" means any
person associated with such Insider.


ARTICLE 6 
- TERMINATION OF EMPLOYMENT AND DEATH


6.1 


Subject to Sections 6.2 and 6.3 hereof and
to any express resolution passed by the Board with respect to an Option,
including a resolution that an Option remain outstanding despite the Optionee
ceasing to be an Eligible Person, an Option and all rights to purchase Shares
pursuant thereto shall expire and terminate immediately upon the Optionee who
holds such Option ceasing to be an Eligible Person. 

6.2 


If, before the expiry of an Option in
accordance with the terms thereof, an Optionee shall cease to be an Eligible
Person (an "Event of Termination") for any reason other than his or her
resignation or the termination for "cause" of his or her employment with the
Corporation or any Related Entity, or his or her resignation or failure to be
re-elected as a director of the Corporation or any Related Entity, then the
Optionee may: 

(a)



exercise the Option to the extent that he
or she was entitled to do so at the time of such Event of Termination, at any
time up to and including, but not after, a date that is three (3) months (or
such other longer period as may be determined by the Board in its sole
discretion) following the date of such Event of Termination, or prior to the
close of business on the expiration date of the Option, whichever is earlier;
and 

(b)



with the prior written consent of the
Board, which consent may be withheld in the Board’s sole discretion, exercise a
further Option at any time up to and including, but not after, a date that is
three (3) months (or such other longer period as may be determined by the Board
in its sole discretion) following the date of such Event of Termination, or
prior to the close of business on the expiration date of the Option, whichever
is earlier, to purchase all or any of the Shares as the Board may designate but
not exceeding the number of Shares the Optionee would have otherwise been
entitled to purchase pursuant to the Option had the Optionee’s status as an
Eligible Person been maintained for the term of the Option. 



- 5 - 

6.3 


Subject to Section 6.2, if an Optionee
dies before the expiry of an Option in accordance with the terms thereof, the
Optionee’s legal representative(s) may, subject to the terms of the Option and
the Plan: 

(a)



exercise the Option to the extent that the
Optionee was entitled to do so at the date of his or her death at any time up to
and including, but not after, a date one year following the date of death of the
Optionee, or prior to the close of business on the expiration date of the
Option, whichever is earlier; and 

(b)



with the prior written consent of the
Board, which consent may be withheld in the Board’s sole discretion, exercise a
further Option at any time up to and including, but not after, a date one year
following the date of death of the Optionee, or prior to the close of business
on the expiration date of the Option, whichever is earlier, to purchase all or
any of the Shares as the Board may designate but not exceeding the number of
Shares the Optionee would have otherwise been entitled to purchase had the
Optionee survived. 

6.4 


For greater certainty, Options shall not
be affected by any change of employment of the Optionee or by the Optionee
ceasing to be a director of the Corporation provided that the Optionee continues
to be an Eligible Person. 

6.5 


For the purposes of this ARTICLE 6, a
determination by the Corporation that an Optionee was discharged for "cause"
shall be binding on the Optionee; provided, however, that such determination
shall not be conclusive of the Optionee’s potential entitlement to damages for
the loss of the right to exercise an Option in the event that a court of
competent jurisdiction ultimately determines that the discharge was without
"cause". 

6.6 


For the purposes of this ARTICLE 6, the
date of Event of Termination in the case of termination of employment with the
Corporation or any Related Entity shall be the last day upon which the employee
provide services to the Corporation or Related Entity, as the case may be, at
its premises and not the last day upon which the Corporation or Related Entity
pays wages or salaries in lieu of notice of termination, statutory, contractual
or otherwise. 

6.7


If the Optionee is a Permitted Assign, the
references to the Optionee in this ARTICLE 6 shall be deemed to refer to the
Eligible Individual associated with the Permitted Assign. 


ARTICLE 7- EXERCISE OF OPTIONS 

7.1 


Subject to the provisions of the Plan, an
Option may be exercised from time to time by delivery to the Corporation at its
registered office of a written notice of exercise addressed to the Secretary of
the Corporation specifying the number of Shares with respect to which the Option
is being exercised and, subject to Section 7.4 hereof, accompanied by payment in
full, by cash or cheque, of the aggregate Option Price of the Shares then being
purchased. Certificates for such Shares shall be issued and delivered to the
Optionee within a reasonable time following the receipt of such notice and
payment. 

7.2 


Notwithstanding any of the provisions
contained in the Plan or in any Option, the Corporation’s obligation to issue
Shares to an Optionee pursuant to the exercise of any Option shall be subject
to: 

(a)



completion of such registration or other
qualification of such Shares or obtaining approval of such governmental or
regulatory authority as the Corporation shall determine to be necessary or
advisable in connection with the authorization, issuance or sale thereof; 

(b) 


the administration of such Shares to
listing on any stock exchange on which the Shares may then be listed; 



- 6 - 


(c)



the receipt from the Optionee of such
representations, warranties, agreements and undertakings as the Corporation
determines to be necessary or advisable in order to safeguard against the
violation of the securities laws of any jurisdiction; and 

(d) 


the satisfaction of any conditions on
exercise prescribed pursuant to Section 3.5 hereof. 

The Corporation shall, to the extent necessary, take all
commercially reasonable steps to obtain such approvals, registrations, and
qualifications as may be necessary for the issuance of such Shares in compliance
with applicable securities laws and for the listing of such Shares on any stock
exchange on which the Shares are then listed. 

7.3 


Options shall be evidenced by a share
option agreement, instrument or certificate in such form not inconsistent with
the Plan as the Board may from time to time determine as provided for under
Subsection 3.2(g), provided that the substance of ARTICLE 5 be included therein.


7.4 


Any Optionee may elect to effect a
cashless exercise of any or all of such Optionee’s right under an Option. In
connection with any such cashless exercise, the Optionee shall be entitled to
receive, without any cash payment (other than the taxes required to be paid in
connection with the exercise which must be paid by the Optionee to the
Corporation in cash at the time of exercise), such number of whole Shares
(rounded down to the nearest whole number) obtained pursuant to the following
formula: 

7.5 


x = [a (b – c)] b 

where 

x = the number of whole Shares to be issued 

a = the number of Shares under Option 

b = the market price of the Shares as at the last
trading immediately prior to the cashless exercise 

c = the Option Price of the Option 

In connection with any such cashless exercise, the full
number of Shares issuable (item (a) in the formula) shall be considered to have
been issued for the purposes of the reduction in the number of Shares which may
be issued under the Plan. 

7.6 


In the event that the expiry of an Option
occurs during a blackout period imposed by management or the Board in accordance
with the Corporation’s insider trading policy, the expiry date of such Option
shall be deemed to be amended to that date which is ten business days following
the end of such blackout period. 


ARTICLE 8 - CERTAIN ADJUSTMENTS 

8.1 

In the event
of any subdivision or redivision of the Shares into a greater number of Shares
at any time after the grant of an Option to any Optionee and prior to the
expiration of the term of such Option, the Corporation shall deliver to such
Optionee at the time of any subsequent exercise of his or her Option in
accordance with the terms hereof, in lieu of the number of Shares to which he or
she was theretofore entitled upon such exercise, but for the same aggregate
consideration payable therefor, such number of Shares as such Optionee would
have held as a result of such subdivision or redivision if, on the record date
thereof, the Optionee had been the registered holder of the number of Shares to
which he or she was theretofore entitled upon such exercise. 

8.2 


In the event of any consolidation of the
Shares into a lesser number of Shares at any time after the grant of an Option
to any Optionee and prior to the expiration of the term of such Option, the
Corporation shall deliver to such Optionee at the time of any subsequent
exercise of his or her Option in accordance with the terms hereof, in lieu of
the number of Shares to which he or she was theretofore entitled upon such
exercise, but for the same aggregate consideration payable therefor, such number
of Shares as such Optionee would have held as a result of such consolidation if,
on the record date thereof, the Optionee had been the registered holder of the
number of Shares to which he or she was theretofore entitled upon such exercise.




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8.3 


Subject to the provisions of Section 8.4
and ARTICLE 9, if at any time after the grant of any Option to an Optionee and
prior to the expiration of the term of such Option, (i) the Shares shall be
reclassified, reorganized or otherwise changed, otherwise than as specified in
Sections 8.1 and 8.2, (ii) the Corporation shall consolidate, merge or
amalgamate with or into another corporation (the corporation resulting or
continuing from such consolidation, merger or amalgamation being herein called
the "Successor Corporation") or (iii) the Corporation shall pay a stock dividend
(other than any dividends in the ordinary course), the Optionee shall be
entitled to receive upon the subsequent exercise of his or her Option in
accordance with the terms hereof and shall accept in lieu of the number of
Shares to which he or she was theretofore entitled upon such exercise but for
the same aggregate consideration payable therefor, the aggregate number of
shares of the appropriate class and/or other securities of the Corporation or
the Successor Corporation (as the case may be) that the Optionee would have been
entitled to receive as a result of such reclassification, reorganization or
other change or as a result of such consolidation, merger, amalgamation or stock
dividend, if on the record date of such reclassification, reorganization, other
change, consolidation, merger, amalgamation or dividend payment, as the case may
be, he or she had been the registered holder of the number of Shares to which he
or she was theretofore entitled upon such exercise. 

8.4 


Notwithstanding Section 8.3, in the event
the Corporation should declare and pay a special cash dividend or other
distribution out of the ordinary course, a special dividend in specie on the
Shares, or a stock dividend other than in the ordinary course, the Option Price
of all Options outstanding on the record date of such dividend or other
distribution shall be reduced by an amount equal to the cash payment or other
distribution or the fair market value of the dividend in specie or stock
dividend or other distribution, as determined by the Board in its sole
discretion. 


ARTICLE 9 - AMENDMENT OR DISCONTINUANCE OF THE PLAN 

9.1 

Subject to
applicable regulatory requirements and except as provided herein, the Board may,
in its sole and absolute discretion and without shareholder approval, amend,
suspend, terminate or discontinue the Plan and may amend the terms and
conditions of Options granted pursuant to the Plan. Provided, however, that if
the Board wishes to increase the maximum percentage in Section 4.1 hereof or
extend the term of the Option or reduce the Option Price of Options granted to
Insiders of the Corporation pursuant to the Plan, shareholder approval will be
required. 

9.2 


Without limiting the generality of the
foregoing, the Board may make the following amendments to the Plan, without
obtaining shareholder approval: 

(a)



amendments to the terms and conditions of
the Plan necessary to ensure that the Plan complies with the applicable
regulatory requirements, including the rules of the TSX, in place from time to
time; 

(b) 


amendments to the provisions of the Plan
respecting administration of the Plan and eligibility for participation under
the Plan; 

(c)



amendments to the provisions of the Plan
respecting the terms and conditions on which Options may be granted pursuant to
the Plan, including the provisions relating to the Option Price, the term of the
Option and the vesting schedule; and 

(d) 


amendments to the Plan that are of a
"housekeeping" nature. 

9.3 


Without limiting the generality of the
foregoing, the Board may amend the Option Price, the term of the Option, the
vesting schedule and the termination provisions of Options granted pursuant to
the Plan, without shareholder approval. However, if the Board proposes to reduce
the Option Price or extend the term of the Option granted to Insiders of the
Corporation pursuant to the Plan, such amendments will require shareholder
approval (excluding the votes of securities held directly or indirectly by
Insiders benefiting from such amendment). 


ARTICLE 10 - MISCELLANEOUS PROVISIONS 

10.1 

An Optionee shall not have any
rights as a shareholder of the Corporation with respect to any of the Shares
covered by such Option until the date of issuance of a certificate for Shares
upon the exercise of such Option, in full or in part, and then only with respect
to the Shares represented by such certificate or certificates. Without in any
way limiting the generality of the foregoing, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date the
Options are exercised. 



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10.2 


Nothing in the Plan or any Option shall
confer upon an Optionee any right to continue or be re-elected as a director of
the Corporation or any right to continue in the employ of the Corporation or any
Related Entity, or affect in any way the right of the Corporation or any Related
Entity to terminate his or her employment at any time; nor shall anything in the
Plan or any Option be deemed or construed to constitute an agreement, or an
expression of intent, on the part of the Corporation or any Related Entity to
extend the employment of any Optionee beyond the time which he or she would be
normally be retired pursuant to the provisions of any present or future
retirement plan of the Corporation or any Related Entity or any present or
future retirement policy of the Corporation or any Related Entity, or beyond the
time at which he or she would otherwise be retired pursuant to the provisions of
any contract of employment with the Corporation or any Related Entity. 

10.3 


Notwithstanding Section 5.8 hereof,
Options may be transferred or assigned between an Eligible Individual and the
related Permitted Assign provided the assignor delivers notice to the
Corporation prior to the assignment substantially in the form of Schedule B
attached hereto. 

10.4 


The Plan and all matters to which
reference is made herein shall be governed by and interpreted in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein.



ARTICLE 11- SHAREHOLDER AND REGULATORY APPROVAL 

11.1 

If applicable,
the Plan shall be subject to ratification by the shareholders of the Corporation
to be effected by a resolution passed at a meeting of the shareholders of the
Corporation, and to acceptance by the TSX and any other relevant regulatory
authority. Any Options granted prior to such ratification and acceptance shall
be conditional upon such ratification and acceptance being given and no such
Options may be exercised unless and until such ratification and acceptance are
given. 



SCHEDULE A 

FORM OF OPTION AGREEMENT 

 



  	
      Optionee:	_____________________________________
	 	
      Name

	 	 
	 	_____________________________________
	 	 
	 	_____________________________________
	 	 
	 	_____________________________________
	 	
      Address

	 	 
	
      Grant:	_____________________________________
	 	Maximum
      Number of Shares issuable upon exercise of the Option
	 	 
	 	 
	
      Option Price:	
      $__________________________________per Share
	 	 
	Date
      of Grant:	
      _________________________________, 20_____
	 	 
	
      Expiry Date:	
      _________________________________, 20_____
	 	 
	
      Vesting Schedule:	 




 

	
    Instalment	
    Date of Vesting	
    Number of	
    Cumulative Number of
	
     	
    (Milestone)	
    Shares Vested	
    Shares Vested
	
    1	 	 	 
	
    2	 	 	 
	
    3	 	 	 



This Option Agreement is made under and is subject in all
respects to the Pure Nickel Inc. Stock Option Plan effective as of April 
z,
2008 (as the same may be supplemented and amended from time to time) (the "Plan"),
and the Plan is deemed to be incorporated in and to be part of this Option
Agreement. All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Plan. The Optionee is deemed to have notice of
and to be bound by all of the terms and provisions of the Plan (as supplemented
and amended), as if the Plan were set forth in full herein (including the
restrictions on transfer of the Options and Shares issuable upon exercise
thereof). In the event of any inconsistency between the terms of this Option
Agreement and the Plan, the terms of this Option Agreement shall prevail to the
extent that it is not inconsistent with the requirements of the TSX. The Plan
contains certain provisions relating to termination and transfer. 



A-2 


This Option Agreement evidences that the Optionee named above
is entitled, subject to and in accordance with the Plan, to purchase up to but
not more than the maximum number of Shares set out above at the Option Price set
out above upon delivery of an exercise form as annexed hereto as Exhibit 1 duly
completed and accompanied by certified cheque or bank draft for the aggregate
Option Price. 

This Option Agreement is not effective until countersigned on behalf of Pure
Nickel Inc. and accepted by the Optionee. 


	Dated:
    _____________________________, 20___	 
	 	 
	 	PURE NICKEL INC.
	 	 
	 	 
	 	By:
    ____________________________________________
	 	          
    Name:
	 	          
    Title:
	 	          
    (Authorized Signing Officer)
	 	 
	 	 
	Accepted: 
    _____________________________, 20___	 
	 	 
	______________________________________	 
	Signature of Optionee	 




EXHIBIT 1 

NOTICE OF EXERCISE 

To exercise the Option, complete and return this form: 


The undersigned Optionee or his or her legal representative(s)
permitted under the Pure Nickel Inc. Stock Option Plan (as the same may be
supplemented and amended from time to time) (the "Plan")
hereby irrevocably elects to exercise the Option for the number of Shares as set
forth below: 

	(a)	Number of Options to
    be Exercised:	_______________________________________
	(b)	Option Price per
    Share:	_______________________________________
	(c)	Aggregate Purchase
    Price	_______________________________________
	 	[ (a) multiplied by
    (b) ]:	 



and hereby tenders a certified cheque or bank draft for such
aggregate Option Price, and directs such Shares to be issued and registered as
directed below, all subject to and in accordance with the Plan. Unless they are
otherwise defined herein, any defined terms used herein shall have the meaning
ascribed to such terms in the Plan. 


Dated: ______________________ , 20___ 

 

	 	)	 	___________________________________
	 	)	 	
    Name of Optionee

	______________________	)	 	 
	Witness to the
    Signature of:	)	 	___________________________________
	 	)	 	
    Signature of Optionee

	 	)	 	 
	 	)	 	 
	Direction as to
    Registration:

 	 	 	 
	____________________	 	 	 
	Name of Registered
    Holder	 	 	 
	_______________________

 	 	 	 
	____________________

 	 	 	 
	
    Address of Registered Holder	 	 	 




SCHEDULE B 

NOTICE OF TRANSFER 


To transfer an Option, complete and return this form along with an original
option agreement 


The undersigned Optionee under the Pure Nickel Inc. Stock
Option Plan (as the same may be supplemented and amended from time to time) (the
"Plan") hereby irrevocably
elects to transfer the Option evidenced by the attached Option Agreement to the
following person(s), each of whom the Optionee hereby certifies is a permitted
transferee in accordance with section 10.3 of the Plan (each an "Eligible
Transferee"): 


	Direction as to
    Registration:	_________________________________
	 	Name of Registered
    Holder
	 	 
	 	_________________________________
	 	_________________________________
	 	Address of Registered
    Holder(s)



The undersigned Optionee hereby directs such Option(s) to be
registered in the names of such Eligible Transferee(s). Unless they are
otherwise defined herein, any defined terms used herein shall have the meaning
ascribed to such terms in the Plan. 


Dated: ______________________ , 20___ 


 




    	 	)	 	__________________________________



    	 	)	 	
    Name of Optionee




    	_____________________	)	 	 



    	Witness to the
    Signature of:	)