UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM S-8 POS
                   (AMENDMENT:Originally filed June 3, 2004)
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1934

                          Golden Spirit Minerals Ltd.
             (Exact name of Registrant as specified in its charter)


       Delaware                      333-101068      52-2132622
(State or other jurisdiction of   (Commission File  (IRS Employer
incorporation)                         Number)   Identification Number)


                         Suite #806-1288 Alberni Street
                       Vancouver, B.C. Canada    V6E 4N5


   (Address, including zip code, and telephone numbers, including area code)
===============================================================================

                        STOCK INCENTIVE AND OPTION PLAN
                          (Full title of Amended Plan)

Robert Klein
Suite # 806
1288 W. Georgia Street
Vancouver, B.C., Canada , V6E 4N5
(Name and address of agent for service)

(604) 664-0484
(Telephone number, including area code, of agent for service)



<table>
<caption>
 <s>                     <c>              <c>                  <c>                  <c>
                        CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to be  Proposed maximum     Proposed maximum       Amount of
to be registered     registered    Offering price per   aggregate offering  registration fee
                       (1)             share (2)             price (2)             (3)
-------------------  ------------  ------------------  -------------------  -----------------

Common stock (1)     7,600,000        0.01                 $ 76,000.00          $ 9.63
Common stock (1)     3,600,000        0.01                 $ 36,000.00          $ 4.56
</table>

(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933 as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests (up to a maximum of 5,000,000 shares) to be
offered or sold pursuant to the employee benefit plan (s) described herein.

(2) Estimated pursuant to Rule 457 (h) (1) under the Securities Act, solely for
the purpose of calculating the registration fee, based upon the last over-the-
counter sale reported on May 28, 2004.

(3)Includes $9.63, paid with initial filing on June 3, 2004, and an additional
$4.56, to cover the additional 3,600,000 shares included in this amendment.



PART I


INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1. PLAN INFORMATION.*


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


* The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b) (1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1934 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 2 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.


PART II


INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement on Form S-8 is being filed solely to register
additional securities. In accordance with General Instruction E of Form S-8, the
Company hereby incorporates by reference the contents of the Company's
Registration Statement on Form S-8, originally filed with the Securities and
Exchange Commission on June 3, 2004, except for items that are restated in this
Registration Statement.

ITEM 2. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously or concurrently filed by the Company with the
Commission are hereby incorporated by reference into this Registration
Statement:

1. The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.

2. The registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2004.

All of the above documents and documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.

All documents incorporated by reference herein will be made available to all
participants in the Stock Incentive and Option Plan without charge, upon written
or oral request. Other documents required to be delivered to participants
pursuant to Rule 428(b) (1) under the Securities Act of 1934 are also available
without charge, upon written or oral request. All requests for documents shall
be directed to:


Golden Spirit Minerals Ltd.
Suite # 806
1288 Alberni Street
Vancouver, B.C., Canada
V6E 4N5
(604) 664-0484

ITEM 4. DESCRIPTION OF SECURITIES.


Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.


Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.


Delaware law permits a company to indemnify its directors and officers, except
for any act of dishonest.  Golden Spirit Minerals Ltd.. has provided in its By-
Laws that the directors and officers of Golden Spirit Minerals Ltd. will be
indemnified and secured harmless to the full extent permitted by law out of the
assets of Golden Spirit Minerals Ltd. from and against all actions, costs,
chares, losses, damages and expenses incurred by reason of any act done,
concurred in or omitted in or about the execution of their duties or supposed
duties, other than in the case of any fraud or dishonesty.  In addition, Golden
Spirit Minerals Ltd. has provided in its By-Laws that each shareholder of Golden
Spirit Minerals Ltd. agrees to waive any claim or right of action, individually
or in the right of Golden Spirit Minerals Ltd. against any director or officer
of Golden Spirit Minerals Ltd. on account of any action taken by such director
or officer.

Delaware law also permits Golden Spirit Minerals Ltd. to purchase insurance for
the benefit of its directors and officers against any liability incurred by them
for the failure to exercise the requisite care, diligence and skill in the
exercise of their power and the discharge of their duties, or indemnifying them
in respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.



ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.


Not Applicable.


ITEM 8. EXHIBITS.

See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:


(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to: (i) include any
prospectus required by Section 10(a) (2) of the Securities Act; (ii) reflect in
the prospectus any facts or events arising after the effective date of the
Registration Statement which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; PROVIDED, HOWEVER, that provisions
(i) and (ii) of this undertaking do not apply if the information required to be
included in a post--effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to the Exchange Act that are incorporated by reference into the
Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15
(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and, is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

SIGNATURES


Pursuant to the requirements of the Securities Act of 1934, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized.


Golden Spirit Minerals Ltd.


By: /S/ Robert Klein
----------------------
Robert Klein,
President and Director




By: /S/ Robert Waters
----------------------
Robert Waters,
Secretary and Director




Date: June 15, 2004









Golden Spirit Minerals Ltd.



EXHIBIT INDEX TO


FORM S-8 REGISTRATION STATEMENT




EXHIBIT NO.     DESCRIPTION
4.1     Stock Incentive and Option Plan
4.2     Incentive Stock Option Agreement
5.1     Opinion of Michael S. Krome, P.C.
23.1    Consent of Dale Matheson, Carr-Hilton, Labonte Chartered Accountants
23.2    Consent of Michael S. Krome, P.C. (included in exhibit 5.1)



Exhibit 4.1

Golden Spirit Minerals Ltd.
2004 STOCK INCENTIVE
AND
OPTION PLAN

1. THE PLAN.

The purpose of the Golden Spirit Minerals Ltd. (the Company) 2004 Stock
Incentive and Option Plan (the Plan) is to provide the Company with the means of
attracting and retaining the services of highly motivated and qualified
directors and key personnel.

The Plan is intended to advance the interests of the Company and its
stockholders by affording to key employees, consultants and non-employee
directors, upon whose skill, judgment, initiative, and efforts the Company is
largely dependent for the successful conduct of its business, an opportunity for
investment in the Company and incentives inherent in stock ownership in the
Company. The term Company shall include all subsidiaries of the Company.

2. LEGAL COMPLIANCE.

It is the intent of the Plan that it conform in all respects with the
requirements of Rule 16b-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (Rule 16b-3) or, in connection with Incentive
Stock/Options (ISOs), as such term is defined in Section 422 (a) of the Internal
Revenue Code of 1986 (the Code) as mentioned from time to time.  If any aspect
of the Plan does not conform to Section 422 (a) of the Code, as amended from
time to time, such aspect shall be deemed to be modified, deleted, or otherwise
changed as necessary to insure continued compliance with such provisions.

3. ADMINISTRATION OF THE PLAN.

3.1 PLAN COMMITTEE:  The Plan shall be administered by a committee (the
Committee).  The members of the Committee shall be appointed from time to time
by the Board of Directors of the Company (the Board) and shall consist of not
less than two (2) nor more than five (5) persons.

3.2 COMMITTEE PROCEDURES:  The Committee from time to time may adopt such rules
and regulations for carrying out the purposes of the Plan as it may deem proper
and in the best interests of the company.  The committee shall keep minutes of
its meetings and records of its actions.  A Majority of the members of the
committee shall constitute a quorum for the transaction of any business by the
Committee.  The Committee may act at any time by an affirmative vote of a
majority of those members voting.  Such vote may be taken at a meeting which may
be conducted in person, telephonically, or by written consent of all Committee
members without a meeting.

3.3 FINALITY OF COMMITTEE ACTION:  The Committee's actions shall be final and
conclusive and binding on all persons, including, without limitations, the
Company, its stockholders, the Committee and each of the members of the
Committee, respective successor(s) and interest(s).

3.4 NON LIABILITY OF COMMITTEE MEMBERS:  No Committee member shall be liable for
any action or determination made by him in good faith with respect to the Plan
or any Options granted or shares issued thereunder.

4. NON-EXCLUSIVITY OF THE PLAN.

Nothing contained in the Plan is intended to amend, modify, or rescind any
previously app[roved compensation plan(s), program(s) or option(s) entered into
by the Company.  This Plan shall be construed to be in addition to and
independent of any and all such other arrangements.  Neither the adoption of the
Plan by the Board nor the submission of the Plan to the Stockholders of the
Company for approval shall be construed as creating limitations on the power or
authority of the Board to adopt, with or without stockholder approval, such
additional or other compensation arrangements as the Board may from time to time
deem desirable.

5. GOVERNING LAW.

The Plan and all rights and obligations under it shall be construed and enforced
in accordance with the laws of the State of Delaware.



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 Precise Life Sciences 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.)
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM S-8 POS
                   (AMENDMENT:Originally filed June 3, 2004)
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1934

                          Golden Spirit Minerals Ltd.
             (Exact name of Registrant as specified in its charter)

       Delaware                      333-101068      52-2132622
(State or other jurisdiction of   (Commission File  (IRS Employer
incorporation)                         Number)   Identification Number)

                         Suite #806-1288 Alberni Street
                       Vancouver, B.C. Canada    V6E 4N5

   (Address, including zip code, and telephone numbers, including area code)
===============================================================================

                        STOCK INCENTIVE AND OPTION PLAN
                          (Full title of Amended Plan)

Robert Klein
Suite # 806
1288 W. Georgia Street
Vancouver, B.C., Canada , V6E 4N5
(Name and address of agent for service)

(604) 664-0484
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to be  Proposed maximum     Proposed maximum       Amount of
to be registered     registered    Offering price per   aggregate offering  registration fee
                       (1)             share (2)             price (2)             (3)
-------------------  ------------  ------------------  -------------------  -----------------

Common stock (1)     7,600,000        0.01                 $ 76,000.00          $ 9.63
Common stock (1)     3,600,000        0.01                 $ 36,000.00          $ 4.56
(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933 as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests (up to a maximum of 5,000,000 shares) to be
offered or sold pursuant to the employee benefit plan (s) described herein.

(2) Estimated pursuant to Rule 457 (h) (1) under the Securities Act, solely for
the purpose of calculating the registration fee, based upon the last over-the-
counter sale reported on May 28, 2004.

(3)Includes $9.63, paid with initial filing on June 3, 2004, and an additional
$4.56, to cover the additional 3,600,000 shares included in this amendment.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b) (1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1934 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 2 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement on Form S-8 is being filed solely to register
additional securities. In accordance with General Instruction E of Form S-8, the
Company hereby incorporates by reference the contents of the Company's
Registration Statement on Form S-8, originally filed with the Securities and
Exchange Commission on June 3, 2004, except for items that are restated in this
Registration Statement.

ITEM 2. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously or concurrently filed by the Company with the
Commission are hereby incorporated by reference into this Registration
Statement:

1. The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.

2. The registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2004.

All of the above documents and documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.

All documents incorporated by reference herein will be made available to all
participants in the Stock Incentive and Option Plan without charge, upon written
or oral request. Other documents required to be delivered to participants
pursuant to Rule 428(b) (1) under the Securities Act of 1934 are also available
without charge, upon written or oral request. All requests for documents shall
be directed to:

Golden Spirit Minerals Ltd.
Suite # 806
1288 Alberni Street
Vancouver, B.C., Canada
V6E 4N5
(604) 664-0484

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware law permits a company to indemnify its directors and officers, except
for any act of dishonest.  Golden Spirit Minerals Ltd.. has provided in its By-
Laws that the directors and officers of Golden Spirit Minerals Ltd. will be
indemnified and secured harmless to the full extent permitted by law out of the
assets of Golden Spirit Minerals Ltd. from and against all actions, costs,
chares, losses, damages and expenses incurred by reason of any act done,
concurred in or omitted in or about the execution of their duties or supposed
duties, other than in the case of any fraud or dishonesty.  In addition, Golden
Spirit Minerals Ltd. has provided in its By-Laws that each shareholder of Golden
Spirit Minerals Ltd. agrees to waive any claim or right of action, individually
or in the right of Golden Spirit Minerals Ltd. against any director or officer
of Golden Spirit Minerals Ltd. on account of any action taken by such director
or officer.

Delaware law also permits Golden Spirit Minerals Ltd. to purchase insurance for
the benefit of its directors and officers against any liability incurred by them
for the failure to exercise the requisite care, diligence and skill in the
exercise of their power and the discharge of their duties, or indemnifying them
in respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to: (i) include any
prospectus required by Section 10(a) (2) of the Securities Act; (ii) reflect in
the prospectus any facts or events arising after the effective date of the
Registration Statement which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; PROVIDED, HOWEVER, that provisions
(i) and (ii) of this undertaking do not apply if the information required to be
included in a post--effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to the Exchange Act that are incorporated by reference into the
Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15
(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and, is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized.

Golden Spirit Minerals Ltd.

By: /S/ Robert Klein
----------------------
Robert Klein,
President and Director

By: /S/ Robert Waters
----------------------
Robert Waters,
Secretary and Director

Date: June 15, 2004

Golden Spirit Minerals Ltd.

EXHIBIT INDEX TO

FORM S-8 REGISTRATION STATEMENT

EXHIBIT NO.     DESCRIPTION
4.1     Stock Incentive and Option Plan
4.2     Incentive Stock Option Agreement
5.1     Opinion of Michael S. Krome, P.C.
23.1    Consent of Dale Matheson, Carr-Hilton, Labonte Chartered Accountants
23.2    Consent of Michael S. Krome, P.C. (included in exhibit 5.1)

Exhibit 4.1

Golden Spirit Minerals Ltd.
2004 STOCK INCENTIVE
AND
OPTION PLAN

1. THE PLAN.

The purpose of the Golden Spirit Minerals Ltd. (the Company) 2004 Stock
Incentive and Option Plan (the Plan) is to provide the Company with the means of
attracting and retaining the services of highly motivated and qualified
directors and key personnel.

The Plan is intended to advance the interests of the Company and its
stockholders by affording to key employees, consultants and non-employee
directors, upon whose skill, judgment, initiative, and efforts the Company is
largely dependent for the successful conduct of its business, an opportunity for
investment in the Company and incentives inherent in stock ownership in the
Company. The term Company shall include all subsidiaries of the Company.

2. LEGAL COMPLIANCE.

It is the intent of the Plan that it conform in all respects with the
requirements of Rule 16b-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (Rule 16b-3) or, in connection with Incentive
Stock/Options (ISOs), as such term is defined in Section 422 (a) of the Internal
Revenue Code of 1986 (the Code) as mentioned from time to time.  If any aspect
of the Plan does not conform to Section 422 (a) of the Code, as amended from
time to time, such aspect shall be deemed to be modified, deleted, or otherwise
changed as necessary to insure continued compliance with such provisions.

3. ADMINISTRATION OF THE PLAN.

3.1 PLAN COMMITTEE:  The Plan shall be administered by a committee (the
Committee).  The members of the Committee shall be appointed from time to time
by the Board of Directors of the Company (the Board) and shall consist of not
less than two (2) nor more than five (5) persons.

3.2 COMMITTEE PROCEDURES:  The Committee from time to time may adopt such rules
and regulations for carrying out the purposes of the Plan as it may deem proper
and in the best interests of the company.  The committee shall keep minutes of
its meetings and records of its actions.  A Majority of the members of the
committee shall constitute a quorum for the transaction of any business by the
Committee.  The Committee may act at any time by an affirmative vote of a
majority of those members voting.  Such vote may be taken at a meeting which may
be conducted in person, telephonically, or by written consent of all Committee
members without a meeting.

3.3 FINALITY OF COMMITTEE ACTION:  The Committee's actions shall be final and
conclusive and binding on all persons, including, without limitations, the
Company, its stockholders, the Committee and each of the members of the
Committee, respective successor(s) and interest(s).

3.4 NON LIABILITY OF COMMITTEE MEMBERS:  No Committee member shall be liable for
any action or determination made by him in good faith with respect to the Plan
or any Options granted or shares issued thereunder.

4. NON-EXCLUSIVITY OF THE PLAN.

Nothing contained in the Plan is intended to amend, modify, or rescind any
previously app[roved compensation plan(s), program(s) or option(s) entered into
by the Company.  This Plan shall be construed to be in addition to and
independent of any and all such other arrangements.  Neither the adoption of the
Plan by the Board nor the submission of the Plan to the Stockholders of the
Company for approval shall be construed as creating limitations on the power or
authority of the Board to adopt, with or without stockholder approval, such
additional or other compensation arrangements as the Board may from time to time
deem desirable.

5. GOVERNING LAW.

The Plan and all rights and obligations under it shall be construed and enforced
in accordance with the laws of the State of Delaware.

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 Precise Life Sciences 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.)