Exhibit 4.2

Golden Spirit Minerals Ltd.


INCENTIVE STOCK OPTION AGREEMENT


Agreement dated ____________, between Golden Spirit Minerals Ltd., a Delaware
Corporation (the "Company"), with its principal office at Suite 806 - 1288
Alberni Street, Vancouver, B.C., Canada, V6E 4N5 and ______________________,
residing at ____________________________________________________ ("Optionee").


1. Grant of Option . The Company hereby grants to Optionee effective
as of ________________, ("Grant Date"), the right and option ("Option")
to purchase from the Company, for a price equal to the exercise price
determined as described below ("Exercise Price"), up to _______ shares of the
Company's common stock ("Shares"), as a qualified incentive stock option
("Option"), which Option shall be subject to the applicable terms and
conditions set forth below and is being granted pursuant to the Golden
Spirit Minerals Ltd Incentive Stock Option Plan ("Plan").


2. Terms and Conditions of Option . The Option evidenced by this Agreement
is subject to the following terms and conditions, as well as the terms and
conditions of Section 3 hereof.


a. Exercise Price . The Exercise Price is $________ per Share, which is the
fair market value per Share on the Grant Date as determined in accordance
with the Plan.


b. Term of Option . The term of the Option over which the Option may be
exercised shall commence on the Grant Date and, subject to the provisions of
Section 3(b) below, shall terminate five years thereafter.


c. Exercisability of Option . As to the total number of Shares with respect
to which the Option is granted, the Option shall be exercisable [on and after
the first anniversary of the Grant Date] [as follows: (i) _____% of the Option
in the aggregate may be exercised on or after __________; (ii) _____% of the
Option in the aggregate may be exercised on or after __________; (iii) . .. .]


However, the right of Optionee to exercise the Option shall be deferred to the
extent that the Option otherwise would not be treated as a qualified incentive
stock option by reason of the $100,000 annual limitation under Section 422(d)
of the Internal Revenue Code of 1986, as amended (the "Code").


3. Additional Terms and Conditions .

a. Exercise of Option; Payments for Shares . An Option may be exercised from
time to time with respect to all or any portion of the number of Shares with
respect to which the Option has become exercisable, in whole or in part, by
written notice to the Company at the Company's then principal office, to the
attention of the Administrative Committee for the Golden Spirit Minerals Ltd
Incentive Stock Option Plan (the "Committee"), substantially in the form of
Exhibit A attached hereto. Notwithstanding anything in this Agreement to the
contrary, no Option may be exercised prior to the date on which the Plan is
approved by the Company's shareholders. Any notice of exercise of the Option
shall be accompanied by payment of the full Exercise Price for the Shares being
purchased by certified or bank check payable to the order of Golden Spirit
Minerals Ltd. or, as may be allowed by the Committee, by delivery to the Company
of a number of Shares already owned by Optionee having a fair market value
equal to such Exercise Price. In addition, with the consent of the Committee,
the Company may cooperate with Optionee in arranging a "cashless exercise" of
the Option through a broker approved by the Committee. The Option shall not
be exercised for any fractional Shares and no fractional Shares shall be
issued or delivered. The date of actual receipt by the Company of the notice
of exercise shall be treated as the date of exercise of the Option for the
Shares being purchased.


b. Termination of Option . If Optionee's employment with the Company or any
Subsidiary terminates, the Option shall continue to be exercisable, to the
extent it is exercisable on the date such employment terminated, for three (3)
months after such termination, but in no event after the date the Option
otherwise terminates. However, if Optionee's employment terminates because of
Optionee's death or disability, the Option shall continue to be exercisable,
to the extent it is exercisable on the date such employment terminated, for
twelve (12) months after such termination, but in no event after the date the
Option otherwise terminates.


c. Continued Employment . The Option granted hereunder shall confer no right
on Optionee to continue in the employ of the Company or any Subsidiary, or
limit in any respect the right of the Company or any Subsidiary (in the absence
of a specific agreement to the contrary) to terminate Optionee's employment
at any time.

d. Issuance of Shares; Registration; Withholding Taxes . As soon as practicable
after the exercise date of the Option, the Company shall cause to be issued and
delivered to Optionee, or for the Optionee's account, a certificate or
certificates for the Option Shares purchased. The Company may postpone the
issuance or delivery of the Shares until (i) the completion of registration or
other qualification of such Shares or transaction under any state or federal
law, rule or regulation, or any listing on any securities exchange, as the
Company shall determine to be necessary or desirable; (ii) the receipt by the
Company of such written representations or other documentation as the Company
deems necessary to establish compliance with all applicable laws, rules and
regulations, including applicable federal and state securities laws and
listing requirements, if any; and (iii) the payment to the Company, upon
its demand, of any amount requested by the Company to satisfy any federal, state
or other governmental withholding tax requirements related to the exercise of
the Option. Optionee shall comply with any and all legal requirements relating
to Optionee's resale or other disposition of any Shares acquired under this
Agreement. The certificates representing the Shares acquired pursuant to the
Option may bear such legend as described in Section 6 and as counsel to the
Company otherwise deems appropriate to assure compliance with applicable law.


e. Nontransferability of Options . The Option and this Agreement shall not be
assignable or transferable by Optionee other than by will or by the laws of
descent and distribution. During Optionee's lifetime, the Option and all rights
of Optionee under this Agreement may be exercised only by Optionee (or by his
guardian or legal representative). If the Option is exercised after Optionee's
death, the Committee may require evidence reasonably satisfactory to it of the
appointment and qualification of Optionee's personal representatives and their
authority and of the right of any heir or distributee to exercise the Option.


f. Option is Incentive Stock Option . The Option granted hereunder is intended
to qualify as an "incentive stock option", as that term is defined in Section
422 of the Internal Revenue Code of 1986, as amended.

4. Changes in Capitalization; Reorganization .

a. Adjustments . The number of shares of Common Stock which may be subject to
options under the Plan, the number of Shares subject to the Option, and the
Exercise Price shall be adjusted proportionately for any increase or decrease
in the number of issued shares of Common Stock by reason of stock dividends,
split-ups, recapitalizations or other capital adjustments. Notwithstanding the
foregoing, (i) no adjustment shall be made, unless the Committee determines
otherwise, if the aggregate effect of all such increases and decreases
occurring in any fiscal year is to increase or decrease the number of issued
shares by less than five percent (5%); (ii) any right to purchase fractional
shares resulting from any such adjustment shall be eliminated; and (iii) the
terms of this Section 4(a) are subject to the terms of Section 4(b) below.


b. Corporate Transactions . Pursuant to Article 13 of the Program, in the event
of (i) a dissolution or liquidation of the Company, (ii) merger or
consolidation or reorganization of the Company in which the Company is not
the surviving corporation, (iii) merger or consolidation or reorganization in
which the Company is the surviving corporation but after which the shareholders
cease to own their shares in the Company, (iv) the sale of substantially all of
the assets of the Company, or (v) the acquisition, sale, or transfer of more
than fifty percent (50%) of the outstanding shares of the Company (herein
referring to (i) through (v) as "Corporate Transaction"), or (iv) the Board of
Directors of the Company proposes that the Company enter into a Corporate
Transaction, then the Committee may in its discretion take any or all of the
following actions: (i) by written notice to Optionee, provide that the Option
shall be terminated unless exercised within thirty (30) days (or such longer
period as the Committee shall determine its discretion) after the date of such
notice; and (ii) accelerate the dates upon which any or all outstanding Options
granted to Optionee shall be exercisable.


Whenever deemed appropriate by the Committee, any action referred to in this
Section 4(b) may be made conditional upon the consummation of the applicable
Corporate Transaction.


c. Committee Determination . Any adjustments or other action pursuant to this
Section 4 shall be made by the Committee, and the Committee's determination as
to what adjustments shall be made or actions taken, and the extent thereof,
shall be final and binding.


5. No Rights as Shareholder . Optionee shall acquire none of the rights of a
shareholder of the Company with respect to the Shares until a certificate for
the shares are issued to Optionee upon the exercise of the Option. Except as
otherwise provided in Section 4 above, no adjustments shall be made for
dividends, distributions or other rights (whether ordinary or extraordinary,
and whether in cash, securities or other property) for which the record date
is prior to the date such certificate is issued.


6. Legends . All certificates evidencing Shares purchased under this Agreement
in an unregistered transaction shall bear the following legend (and such other
restrictive legends as are required or deemed advisable under the provisions
of any applicable law):


THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1934, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED.


If, in the opinion of the Company and it counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer
required, the holder of such certificate shall be entitled to exchange such
certificate for a certificate representing the same number of Shares but
without such legend.


7. Optionee Bound by Plan . Optionee hereby acknowledges receipt of a copy of
the Plan and acknowledges that Optionee shall be bound by its terms,
regardless of whether such terms have been set forth in the Agreement.
Notwithstanding the foregoing, if there is an inconsistency between the terms
of the Plan and the terms of this Agreement, Optionee shall be bound by the
terms of the Plan.


8. Notices . Any notice or other communication made in connection with this
Agreement shall be deemed duly given when delivered in person or mailed by
certified or registered mail, return receipt requested, to Optionee at
Optionee's address listed above or such other address of which Optionee shall
have advised the Company by similar notice, or to the Company at its then
principal office, to the attention of the Committee.


9. Miscellaneous . This Agreement and the Plan set forth the parties' final
and entire agreement with respect to the subject matter hereof, may not be
changed or terminated orally and shall be governed by and shall be construed
in accordance with the laws of the State of Nevada, United States of America,
despite the fact that one or both parties may be or shall become a resident of
a different state or country. This Agreement shall bind and benefit Optionee,
the heirs, distributees and personal representative of Optionee, and the
Company and its successors and assigns.


IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date
first above written.

Golden Spirit Minerals Ltd.


By: _______________________________________


Title: _______________________________________



OPTIONEE


___________________________________________________

EXHIBIT A



________________, 2004


Golden Spirit Minerals Ltd.
Attention: Administrative Committee for
Golden Spirit Minerals Ltd.
Suite 806,
1288 Alberni Street
Vancouver, B.C. Canada
V6E 4R8

Dear Sir/Madam:

Pursuant to the provisions of the Golden Spirit Minerals Ltd. Incentive Stock
Option Agreement, dated _______________, 2004 (the "Option Agreement"), whereby
you have granted me the Option to purchase up to _____ shares of common stock
of Golden Spirit Minerals Ltd. (the "Company"), I hereby notify you that I
elect to exercise my option to purchase _____ of the shares covered by the
Option at $________, the price determined in accordance with the Option
Agreement. In full payment of such price for the shares being purchased hereby,
I am delivering to you
..
The undersigned hereby agrees to provide the Company, prior to the receipt of
the shares being purchased hereby, with such representations or certifications
or payments that the Company may require pursuant to the terms of the Plan and
the Option Agreement.

Sincerely,


Address:


(For notices, reports, dividend checks and communications to shareholders.)