Exhibit 4.1

                           NORTH AMERICAN NICKEL INC.

                                STOCK OPTION PLAN

1.   PURPOSE OF THE PLAN

     The Company hereby  establishes a stock option plan for  directors,  senior
officers,  Employees,  Consultants,  Consultant  Company or  Management  Company
Employees (as such terms are defined below) of the Company and its subsidiaries,
or where the Company is an Unlisted Issuer, an Eligible Charitable  Organization
(collectively  "ELIGIBLE PERSONS"),  to be known as the "Stock Option Plan" (the
"PLAN").  The purpose of the Plan is to give to Eligible Persons,  as additional
compensation,  the  opportunity  to participate in the success of the Company by
granting to such  individuals  options,  exercisable  over  periods of up to ten
years, as determined by the board of directors of the Company,  to buy shares of
the  Company at a price  equal to the Market  Price  prevailing  on the date the
option is granted less applicable discount, if any, permitted by the policies of
the Exchanges and approved by the Board.

2.   DEFINITIONS

     In this Plan, the following terms shall have the following meanings:

2.1  "ASSOCIATE" means an "Associate" as defined in the TSX Policies.

2.2  "BOARD" means the Board of Directors of the Company.

2.3  "CHANGE OF CONTROL"  means the  acquisition  by any person or by any person
     and all Joint Actors, 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.

2.4  "COMPANY" means North American Nickel Inc. and its successors.

2.5  "CONSULTANT" means a "Consultant" as defined in the TSX Policies.

2.6  "CONSULTANT  COMPANY"  means a  "Consultant  Company" as defined in the TSX
     Policies.

2.7  "DISABILITY"  means any  disability  with respect to an Optionee  which the
     Board, in its sole and unfettered  discretion,  considers likely to prevent
     permanently the Optionee from:

     (a)  being employed or engaged by the Company,  its subsidiaries or another
          employer, in a position the same as or similar to that in which he was
          last employed or engaged by the Company or its subsidiaries; or

     (b)  acting as a director or officer of the Company or its subsidiaries.
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2.8  "DISCOUNTED MARKET PRICE" of Shares means, if the Shares are listed only on
     the TSX  Venture  Exchange,  the  Market  Price less the  maximum  discount
     permitted under the TSX Policy applicable to Options.

2.9  "ELIGIBLE   CHARITABLE   ORGANIZATION"   means  an   "Eligible   Charitable
     Organization" as defined in the TSX Policies.

2.10 "ELIGIBLE PERSONS" has the meaning given to that term in section 1 hereof.

2.11 "EMPLOYEE" means an "Employee" as defined in the TSX Policies.

2.12 "EXCHANGES"  means the TSX Venture  Exchange and, if applicable,  any other
     stock exchange on which the Shares are listed.

2.13 "EXPIRY DATE" means the date set by the Board under  subsection  3.1 of the
     Plan, as the last date on which an Option may be exercised.

2.14 "GRANT DATE" means the date  specified in the Option  Agreement as the date
     on which an Option is granted.

2.15 "INSIDER" means an "Insider" as defined in the British Columbia  SECURITIES
     ACT.

2.16 "INVESTOR RELATIONS  ACTIVITIES" means "Investor  Relations  Activities" as
     defined in the TSX Policies.

2.17 "JOINT  ACTOR" means a person  acting  "jointly or in concert with" another
     person as that phrase is interpreted in  Multi-lateral  Instrument  62-104,
     TAKE-OVER BIDS AND ISSUER BIDS.

2.18 "MANAGEMENT  COMPANY  EMPLOYEE"  means a "Management  Company  Employee" as
     defined in the TSX Policies.

2.19 "MARKET PRICE" of Shares at any Grant Date means the last closing price per
     Share on the trading day immediately preceding the day on which the Company
     announces the grant of the option or, if the grant is not announced, on the
     Grant Date, or if the Shares are not listed on any stock exchange,  "Market
     Price" of Shares means the price per Share on the  over-the-counter  market
     determined by dividing the  aggregate  sale price of the Shares sold by the
     total number of such Shares so sold on the  applicable  market for the last
     day prior to the Grant Date.

2.20 "OPTION" means an option to purchase Shares granted pursuant to this Plan.

2.21 "OPTION  AGREEMENT"  means an  agreement,  in the form  attached  hereto as
     Schedule "A", whereby the Company grants to an Optionee an Option.

2.22 "OPTIONEE"  means each of Eligible  Persons  granted an Option  pursuant to
     this Plan and their heirs, executors and administrators.

2.23 "OPTION PRICE" means the price per Share specified in an Option  Agreement,
     adjusted from time to time in accordance with the provisions of section 5.
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2.24 "OPTION SHARES" means the aggregate  number of Shares which an Optionee may
     purchase under an Option.

2.25 "PLAN" means this Stock Option Plan.

2.26 "SHARES"  means  the  common  shares  in  the  capital  of the  Company  as
     constituted on the Grant Date provided that, in the event of any adjustment
     pursuant to section 5, "Shares" shall  thereafter  mean the shares or other
     property resulting from the events giving rise to the adjustment.

2.27 "SECURITIES  ACT"  means the  SECURITIES  ACT,  R.S.B.C.  1996,  c.418,  as
     amended, as at the date hereof.

2.28 "TSX  POLICIES"  means the  policies  included in the TSX Venture  Exchange
     Corporate Finance Manual and "TSX Policy" means any one of them.

2.29 "UNISSUED  OPTION  SHARES"  means the  number of Shares  which  have,  at a
     particular time, been reserved for issuance upon the exercise of an Option,
     but which have not been issued, as adjusted from time to time in accordance
     with the provisions of section 5, such adjustments to be cumulative.

2.30 "UNLISTED ISSUER" means a company, corporation trust or limited partnership
     which has no  securities  listed or quoted on any stock  exchange,  nor has
     outstanding  securities for which trading is reported to or through a stock
     exchange or public market.

2.31 "VESTED" means that an Option has become exercisable in respect of a number
     of  Option  Shares by the  Optionee  pursuant  to the  terms of the  Option
     Agreement.

3.   GRANT OF OPTIONS

3.1  OPTION TERMS

     The Board may from time to time  authorize the issue of Options to Eligible
Persons of the Company and its subsidiaries.  The Option Price under each Option
shall be not less than the Discounted Market Price on the Grant Date. The Expiry
Date  for  each  Option  shall  be set by the  Board at the time of issue of the
Option and shall not be more than ten years after the Grant Date.  Options shall
not be assignable (or transferable) by the Optionee.

3.2  LIMITS ON SHARES ISSUABLE ON EXERCISE OF OPTIONS

     The  maximum  number of Shares  which may be  issuable  pursuant to options
granted under the Plan shall be that number equal to 10% of the Company's issued
share  capital  from time to time.  The number of Shares  reserved  for issuance
under the Plan and all of the Company's other previously established or proposed
share compensation arrangements:

     (a)  in  aggregate  shall not exceed 10% of the total  number of issued and
          outstanding shares on a non-diluted basis; and
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     (b)  to any one  Optionee  within a 12 month  period shall not exceed 5% of
          the total  number of issued and  outstanding  shares on a  non-diluted
          basis (unless otherwise approved by the disinterested  shareholders of
          the Company).

The  number  of  Shares  which  may be  issuable  under  the Plan and all of the
Company's   other   previously   established  or  proposed  share   compensation
arrangements, within a one-year period:

     (a)  to all Insiders shall not exceed 10% of the total number of issued and
          outstanding shares on the Grant Date a non-diluted basis;

     (b)  to any one Optionee, shall not exceed 5% of the total number of issued
          and  outstanding  Shares  on the  Grant  Date on a  non-diluted  basis
          (unless otherwise  approved by the  disinterested  shareholders of the
          Company);

     (c)  to any one  Consultant  shall not  exceed 2% in the  aggregate  of the
          total number of issued and  outstanding  Shares on the Grant Date on a
          non-diluted basis; and

     (d)  to all Eligible Persons who undertake  Investor  Relations  Activities
          shall not exceed 2% in the aggregate of the total number of issued and
          outstanding  Shares on the Grant Date on a  non-diluted  basis,  which
          Options are to be vested in stages over at least a one-year period and
          no more than  one-quarter  (1/4) of such  Options may be vested in any
          three (3) month period.

3.3  OPTION AGREEMENTS

     Each Option  shall be confirmed  by the  execution of an Option  Agreement.
Each  Optionee  shall have the option to  purchase  from the  Company the Option
Shares  at the time  and in the  manner  set out in the  Plan and in the  Option
Agreement  applicable  to  that  Optionee.   For  stock  options  to  Employees,
Consultants,  Consultant Company or Management Company Employees, the Company is
representing  herein and in the applicable Option Agreement that the Optionee is
a bona fide  Employee,  Consultant,  Consultant  Company or  Management  Company
Employee, as the case may be, of the Company or its subsidiary. The execution of
an  Option  Agreement  shall  constitute  conclusive  evidence  that it has been
completed in compliance with this Plan.

4.   EXERCISE OF OPTION

4.1  WHEN OPTIONS MAY BE EXERCISED

     Subject to  subsections  4.3 and 4.4,  an Option  shall be granted as fully
Vested on the Grant Date,  and may be exercised to purchase any number of Shares
up to the number of  Unissued  Option  Shares at any time after the Grant  Date,
provided that this Plan has been previously  approved by the shareholders of the
Company,  where such prior approval is required by TSX Policies, up to 4:00 p.m.
local time on the Expiry Date and shall not be exercisable thereafter.

4.2  MANNER OF EXERCISE

     The Option  shall be  exercisable  by  delivering  to the  Company a notice
specifying  the number of Shares in  respect  of which the  Option is  exercised
together  with  payment in full of the Option  Price for each such  Share.  Upon
notice and payment there will be binding contract for the issue of the Shares in
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respect of which the Option is exercised,  upon and subject to the provisions of
the Plan. Delivery of the Optionee's cheque payable to the Company in the amount
of the Option  Price shall  constitute  payment of the Option  Price  unless the
cheque is not honoured upon presentation in which case the Option shall not have
been validly exercised.

4.3  VESTING OF OPTION SHARES

     An Option  shall be granted  hereunder  as fully  Vested,  unless a vesting
schedule is imposed by the Board as a condition  of the grant on the Grant Date;
and provided  that if the Option is being  granted to an Eligible  Person who is
providing  Investor  Relations  Activities to the Company,  then the Option must
vest in stages  over at least a  one-year  period  and no more than  one-quarter
(1/4) of such Options may be vested in any three (3) month period.

4.4  TERMINATION OF EMPLOYMENT

     If an Optionee ceases to be an Eligible Person,  his or her Option shall be
exercisable as follows:

     (a)  Death or Disability

          If the  Optionee  ceases to be an Eligible  Person,  due to his or her
          death or Disability  or, in the case of an Optionee that is a company,
          the death or  Disability  of the person  who  provides  management  or
          consulting  services to the Company or to any entity controlled by the
          Company,  the Option then held by the Optionee shall be exercisable to
          acquire Vested  Unissued Option Shares at any time up to but not after
          the earlier of:

          (i)  365 days after the date of death or Disability; and

          (ii) the Expiry Date.

     (b)  Termination For Cause

          If the Optionee,  or in the case of a Management Company Employee or a
          Consultant Company, the Optionee's employer,  ceases to be an Eligible
          Person  as a  result  of  termination  for  cause,  as  that  term  is
          interpreted by the courts of the  jurisdiction  in which the Optionee,
          or,  in the case of a  Management  Company  Employee  or a  Consultant
          Company,  of the  Optionee's  employer,  is employed  or engaged;  any
          outstanding  Option  held  by  such  Optionee  on  the  date  of  such
          termination shall be cancelled as of that date.

     (c)  Early Retirement,  Voluntary Resignation or Termination Other than For
          Cause

          If the Optionee or, in the case of a Management  Company Employee or a
          Consultant Company, the Optionee's employer,  ceases to be an Eligible
          Person  due  to his or her  retirement  at the  request  of his or her
          employer  earlier than the normal  retirement date under the Company's
          retirement  policy then in force,  or due to his or her termination by
          the  Company  other  than for  cause,  or due to his or her  voluntary
          resignation, the Option then held by the Optionee shall be exercisable
          to acquire  Vested  Unissued  Option  Shares at any time up to but not
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          after the  earlier  of the  Expiry  Date and the date which is 90 days
          after the Optionee or, in the case of a Management Company Employee or
          a  Consultant  Company,  the  Optionee's  employer,  ceases  to  be an
          Eligible Person.

4.5  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 the Option Shares  subject to such Option may be exercised
in whole or in part by the  Optionee so as to permit the  Optionee to tender the
Option 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 Option  Shares  tendered  by the  Optionee  pursuant to the
          Offer are not taken up or paid for by the offeror in respect thereof,

then the Option Shares received upon such exercise, or in the case of clause (b)
above,  the Option 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  Option Shares,  the Option shall be reinstated as
if it had not been  exercised.  If any Option Shares are returned to the Company
under this  subsection  4.5, the Company shall  immediately  refund the exercise
price to the Optionee for such Option Shares.

4.6  ACCELERATION OF EXPIRY DATE

     If at any time when an Option  granted  under the Plan remains  unexercised
with respect to any Unissued Option Shares, an Offer is made by an offeror,  the
Directors may, upon  notifying  each Optionee of full  particulars of the Offer,
declare all Option Shares  issuable  upon the exercise of Options  granted under
the Plan, are Vested (subject to the proviso below), 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, PROVIDED THAT
where an  Option  was  granted  to a  consultant  providing  Investor  Relations
Activities,  the  Directors  declaration  that Option  Shares  issuable upon the
exercise of such Options  granted  under the Plan be Vested with respect to such
Option  Shares,  is subject to prior  approval of the  Exchanges.  The Directors
shall give each Optionee as much notice as possible of the  acceleration  of the
Options  under this  section,  except that not less than 5 business days and not
more than 35 days notice is required.

4.7  EFFECT OF A CHANGE OF CONTROL

     If  a  Change  of  Control  occurs,  all  Option  Shares  subject  to  each
outstanding Option may be exercised in whole or in part by the Optionee.
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4.8  EXCLUSION FROM  SEVERANCE  ALLOWANCE,  RETIREMENT  ALLOWANCE OR TERMINATION
     SETTLEMENT

     If the  Optionee,  or, in the case of a  Management  Company  Employee or a
Consultant Company, the Optionee's employer,  retires,  resigns or is terminated
from employment or engagement with the Company or any subsidiary of the Company,
the loss or  limitation,  if any, by the  cancellation  of the right to purchase
Option  Shares  under the Option  Agreement  shall not give rise to any right to
damages and shall not be included in the calculation of nor form any part of any
severance  allowance,  retiring allowance or termination  settlement of any kind
whatsoever in respect of such Optionee.

4.9  SHARES NOT ACQUIRED OR EXERCISED

     Any  Unissued  Option  Shares not  acquired by an Optionee  under an Option
which has expired, and any Option Shares acquired by an Optionee under an Option
when exercised,  may be made the subject of a further Option granted pursuant to
the provisions of the Plan.

5.   ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1  SHARE REORGANIZATION

     Whenever the Company issues Shares to all or  substantially  all holders of
Shares by way of a stock  dividend  or other  distribution,  or  subdivides  all
outstanding  Shares into a greater number of Shares, or combines or consolidates
all outstanding Shares into a lesser number of Shares (each of such events being
herein called a "Share  Reorganization")  then effective  immediately  after the
record date for such dividend or other  distribution  or the  effective  date of
such subdivision, combination or consolidation, for each Option:

     (a)  the Option  Price will be  adjusted  to a price per Share which is the
          product of:

          (i)  the Option Price in effect immediately before that effective date
               or record date; and

          (ii) a fraction,  the numerator of which is the total number of Shares
               outstanding  on that  effective date or record date before giving
               effect to the Share Reorganization,  and the denominator of which
               is the total  number of Shares  that are or would be  outstanding
               immediately after such effective date or record date after giving
               effect to the Share Reorganization; and

     (b)  the number of Unissued  Option Shares will be adjusted by  multiplying
          (i) the number of  Unissued  Option  Shares  immediately  before  such
          effective  date  or  record  date  by  (ii) a  fraction  which  is the
          reciprocal of the fraction described in subparagraph (a)(ii).

5.2  SPECIAL DISTRIBUTION

     Subject to the prior approval of the Exchanges, whenever the Company issues
by way of a  dividend  or  otherwise  distributes  to all or  substantially  all
holders of Shares:
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     (a)  shares of the Company, other than the Shares;

     (b)  evidences of indebtedness;

     (c)  any cash or other assets,  excluding cash  dividends  (other than cash
          dividends  which the Board of Directors of the Company has  determined
          to be outside the normal course); or

     (d)  rights, options or warrants,

then to the extent that such  dividend or  distribution  does not  constitute  a
Share  Reorganization  (any of such  non-excluded  events being herein  called a
"Special  Distribution"),  and  effective  immediately  after the record date at
which holders of Shares are determined for purposes of the Special Distribution,
for each  Option the Option  Price will be  reduced,  and the number of Unissued
Option Shares will be correspondingly  increased,  by such amount, if any, as is
determined by the Board in its sole and unfettered  discretion to be appropriate
in order to properly  reflect any  diminution in value of the Option Shares as a
result of such Special Distribution.

5.3  CORPORATE ORGANIZATION

     Whenever there is:

     (a)  a  reclassification  of  outstanding  Shares,  a change of Shares into
          other shares or securities, or any other capital reorganization of the
          Company, other than as described in subsections 5.1 or 5.2;

     (b)  a  consolidation,  merger or  amalgamation of the Company with or into
          another  corporation  resulting in a  reclassification  of outstanding
          Shares  into other  shares or  securities  or a change of Shares  into
          other shares or securities; or

     (c)  a  transaction  whereby  all or  substantially  all  of the  Company's
          undertaking and assets become the property of another corporation,

(any such event being herein called a "Corporate  Reorganization")  the Optionee
will  have an option to  purchase  (at the  times,  for the  consideration,  and
subject to the terms and  conditions set out in the Plan) and will accept on the
exercise of such option,  in lieu of the Unissued  Option  Shares which he would
otherwise have been entitled to purchase, the kind and amount of shares or other
securities  or property  that he would have been entitled to receive as a result
of the Corporate  Reorganization if, on the effective date thereof,  he had been
the  holder of all  Unissued  Option  Shares  or if  appropriate,  as  otherwise
determined by the Directors.

5.4  DETERMINATION OF OPTION PRICE AND NUMBER OF UNISSUED OPTION SHARES

     If any  questions  arise at any time with  respect to the  Option  Price or
number  of  Unissued  Option  Shares  deliverable  upon  exercise  of an  Option
following   a  Share   Reorganization,   Special   Distribution   or   Corporate
Reorganization, such questions shall be conclusively determined by the Company's
auditor, or, if they decline to so act, any other firm of Chartered  Accountants
in Vancouver,  British  Columbia,  that the Directors may designate and who will
have access to all appropriate  records and such  determination  will be binding
upon the Company and all Optionees.
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5.5  REGULATORY APPROVAL

     Any adjustment to the Option Price or the number of Unissued  Option Shares
purchasable  under the Plan  pursuant to the  operation of any one of subsection
5.1,  5.2 or 5.3 is subject to the  approval  of the  Exchanges  where  required
pursuant to their policies,  and compliance with the applicable securities rules
or regulations of any other governmental authority having jurisdiction.

6.   MISCELLANEOUS

7.1  RIGHT TO EMPLOYMENT

     Neither  this Plan nor any of the  provisions  hereof shall confer upon any
Optionee any right with respect to employment or continued  employment  with the
Company or any  subsidiary of the Company or interfere in any way with the right
of the Company or any subsidiary of the Company to terminate such employment.

7.2  NECESSARY APPROVALS

     The Plan shall be effective  immediately  upon the approval of the Board of
directors of the Company,  where the Company is a non-reporting  issuer.  If the
Company is a reporting issuer whose Shares are listed on any Exchanges, then the
Plan  shall be  effective  only upon the  approval  of the  shareholders  of the
Company  given by way of an ordinary  resolution,  where such prior  approval is
required by the policies of the Exchanges.  Any Options  granted under this Plan
before  such prior  approval  shall only be  exercised  upon the receipt of such
approval,  where it is required by the policies of the Exchanges.  Disinterested
shareholder  approval  (as required by the  Exchanges)  will be obtained for any
reduction in the  exercise  price of any Option  granted  under this Plan if the
Optionee is an Insider of the Company at the time of the proposed amendment. The
obligation of the Company to sell and deliver Shares in accordance with the Plan
is subject to  compliance  with the  policies of the  Exchanges  and  applicable
securities   rules  or  regulations  of  any   governmental   authority   having
jurisdiction.  If any Shares  cannot be issued to any  Optionee  for any reason,
including,  without limitation,  the failure to comply with such policies, rules
or  regulations,  then the  obligation of the Company to issue such Shares shall
terminate  and any Option  Price paid by an  Optionee  to the  Company  shall be
immediately refunded to the Optionee by the Company.

7.3  ADMINISTRATION OF THE PLAN

     The Directors shall,  without limitation,  have full and final authority in
their  discretion,  but  subject  to the  express  provisions  of the  Plan,  to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
relating to the Plan and to make all other  determinations  deemed  necessary or
advisable  in respect of the Plan.  Except as set forth in  subsection  5.4, the
interpretation  and  construction  of any provision of the Plan by the Directors
shall  be  final  and  conclusive.  Administration  of  the  Plan  shall  be the
responsibility  of the  appropriate  officers  of the  Company  and all costs in
respect thereof shall be paid by the Company.
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7.4  INCOME TAXES

     As a condition of and prior to participation of the Plan any Optionee shall
on request  authorize the Company in writing to withhold  from any  remuneration
otherwise  payable to him or her any amounts required by any taxing authority to
be withheld for taxes of any kind as a consequence  of his or her  participation
in the Plan.

7.5  AMENDMENTS TO THE PLAN

     The Directors may from time to time,  subject to applicable  law and to the
prior  approval,  if required,  of the  Exchanges or any other  regulatory  body
having authority over the Company or the Plan, suspend, terminate or discontinue
the Plan at any time,  or amend or revise the terms of the Plan or of any Option
granted under the Plan and the Option Agreement relating thereto,  provided that
no such amendment, revision, suspension,  termination or discontinuance shall in
any manner adversely affect any option  previously  granted to an Optionee under
the Plan without the consent of that  Optionee.  Any  amendments  to the Plan or
options granted thereunder will be subject to the approval of the shareholders.

7.6  FORM OF NOTICE

     A notice given to the Company  shall be in writing,  signed by the Optionee
and delivered to the head business office of the Company.

7.7  NO REPRESENTATION OR WARRANTY

     The Company  makes no  representation  or warranty as to the future  market
value of any Shares issued in accordance with the provisions of the Plan.

7.8  COMPLIANCE WITH APPLICABLE LAW

     If any provision of the Plan or any Option Agreement contravenes any law or
any order,  policy,  by-law or  regulation of any  regulatory  body or Exchanges
having  authority  over the Company or the Plan,  then such  provision  shall be
deemed to be  amended  to the  extent  required  to bring  such  provision  into
compliance therewith.

7.9  NO ASSIGNMENT

     No  Optionee  may  assign  any of his or her  rights  under the Plan or any
Option granted thereunder.

7.10 RIGHTS OF OPTIONEES

     An Optionee shall have no rights whatsoever as a shareholder of the Company
in respect of any of the Unissued Option Shares (including,  without limitation,
voting  rights or any right to receive  dividends,  warrants or rights under any
rights offering).
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7.11 CONFLICT

     In the event of any  conflict  between the  provisions  of this Plan and an
Option Agreement, the provisions of this Plan shall govern.

7.12 GOVERNING LAW

     The Plan and each  Option  Agreement  issued  pursuant to the Plan shall be
governed by the laws of the Province of British Columbia.

7.13 TIME OF ESSENCE

     Time is of the  essence  of this  Plan  and of each  Option  Agreement.  No
extension  of  time  will be  deemed  to be or to  operate  as a  waiver  of the
essentiality of time.

7.14 ENTIRE AGREEMENT

     This Plan and the Option  Agreement sets out the entire  agreement  between
the  Company  and the  Optionees  relative  to the  subject  matter  hereof  and
supersedes all prior agreements,  undertakings and understandings,  whether oral
or written.


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




<PAGE>
                                  SCHEDULE "A"

                           NORTH AMERICAN NICKEL INC.
                                STOCK OPTION PLAN

                                OPTION AGREEMENT

[Note:  If the  Option  Price is less than the  Market  Price at the time of the
grant then insert the following  legend:]  Without prior written approval of the
TSX Venture Exchange and compliance with all applicable securities  legislation,
the securities  represented  by this  agreement and any  securities  issued upon
exercise thereof may not be sold, transferred,  hypothecated or otherwise traded
on or through the facilities of the TSX Venture  Exchange or otherwise in Canada
or to or for the benefit of a Canadian  resident  until |X|,  20|X| [four months
and one day after the date of grant].

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

1.   on |X|, 20|X| (the "Grant Date");

2.   |X| (the "Optionee");

3.   was granted the option (the  "Option") to purchase  |X| Common  Shares (the
     "Option Shares") of the Company;

4.   for the price (the "Option Price") of $|X| per share;

5.   which shall be exercisable as fully Vested from the Grant Date,  unless the
     granting of this Option is to a  consultant  providing  Investor  Relations
     Activities  in which case the Option will be vested over a 12 month  period
     from the date of grant in accordance with TSX Policy;

6.   terminating on the |X|, 20|X| (the "Expiry Date");

7.   by signing this Option  Agreement,  the Optionee  acknowledges and consents
     to:

     (a)  the  disclosure  of  Personal  Information  by the  Company to the TSX
          Venture Exchange (the "Exchange") (as defined in Exchange  Appendix 6A
          - see Appendix I hereto)  pursuant to the  Exchange  Form 4G which the
          Company is required to file in connection with this Option grant; and

     (b)  the  collection,  use and  disclosure of Personal  Information  by the
          Exchange  for the  purposes  described  in Appendix 6A or as otherwise
          identified by the Exchange, from time to time;

     (Where "Personal Information" means any information about the Optionee, and
     includes the information  contained in the tables, as applicable,  found in
     Exchange Form 4G),

all on the terms and subject to the conditions set out in the Plan.
<PAGE>
     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 |X| day of |X|, 20|X|.

                                               NORTH AMERICAN NICKEL INC.
                                               Per:


-----------------------------                  ----------------------------
OPTIONEE                                       Authorized Signatory

<PAGE>
                                   Appendix I

                                                [TSX Venture Exchange Inc. logo]

                                   APPENDIX 6A
                     ACKNOWLEDGEMENT - PERSONAL INFORMATION

TSX Venture Exchange Inc. and its affiliates,  authorized  agents,  subsidiaries
and divisions,  including the TSX Venture Exchange  (collectively referred to as
"the Exchange") collect Personal Information in certain Forms that are submitted
by the individual  and/or by an Issuer or Applicant and use it for the following
purposes:

     *    to conduct background checks,
     *    to verify the Personal  Information  that has been provided about each
          individual,
     *    to consider the  suitability  of the  individual to act as an officer,
          director,  insider,  promoter,  investor  relations  provider  or,  as
          applicable, an employee or consultant, of the Issuer or Applicant,
     *    to consider the  eligibility of the Issuer or Applicant to list on the
          Exchange,
     *    to  provide  disclosure  to  market  participants  as to the  security
          holdings of directors,  officers,  other insiders and promoters of the
          Issuer, or its associates or affiliates,
     *    to conduct enforcement proceedings, and
     *    to  perform  other   investigations  as  required  by  and  to  ensure
          compliance   with  all  applicable   rules,   policies,   rulings  and
          regulations of the Exchange,  securities  legislation  and other legal
          and  regulatory  requirements  governing the conduct and protection of
          the public markets in Canada.

As part  of  this  process,  the  Exchange  also  collects  additional  Personal
Information  from  other  sources,  including  but not  limited  to,  securities
regulatory authorities in Canada or elsewhere, investigative, law enforcement or
self-regulatory organizations,  regulations services providers and each of their
subsidiaries,  affiliates,  regulators and authorized agents, to ensure that the
purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be disclosed:

(a)  to the  agencies  and  organizations  in  the  preceding  paragraph,  or as
     otherwise  permitted  or required by law,  and they may use it in their own
     investigations for the purposes described above; and

(b)  on the  Exchange's  website or through  printed  materials  published by or
     pursuant to the directions of the Exchange.

The  Exchange  may from time to time use third  parties to  process  information
and/or provide other administrative  services.  In this regard, the Exchange may
share the information with such third party service providers.