FIRST ADDENDUM TO

AGNEW LAKE FARM-IN AGREEMENT



LET IT HEREBY BE KNOWN :

That on the 10TH day of October in the year of our Lord Two Thousand and Three (2003) the following parties have agreed to this amendment of the Agnew Lake Farm-In Agreement, dated for reference May 25, 2001:



PACIFIC NORTH WEST CAPITAL CORP., a corporation incorporated under the laws of Alberta ("Pacific")

-and-



PLATINUM GROUP METALS LTD. (formerly known as New Millennium Metals Corporation), a corporation incorporated under the laws of British Columbia ("PTM")



(collectively the
"Optionors")



-and-



KAYMIN RESOURCES LIMITED, a corporation incorporated under the laws of Ontario ("Kaymin")

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NOW, THEREFORE, WHEREAS :



1.

AMENDMENT OF FARM-IN AGREEMENT



1.1

The Optionors and Kaymin concluded a farm-in agreement (the
"Agreement") for the property known as the Agnew Lake Property (the "Property") located near Sudbury, Ontario on May 25, 2001 whereby Kaymin could earn an undivided 60% interest in the property in exchange for certain payments and commitments, including a cumulative work commitment of not less than C $6,000,000 to be completed on the Property by December 31, 2004.



1.2

According to Article 2.01 of the Agreement Kaymin was required to complete a cumulative work commitment on the Property of not less than C $4,150,000 by December 31, 2003.



1.3

The Optionors and Kaymin have mutually agreed to amend the said Agreement in a certain respect in terms of Article 2. of the Agreement.



1.4

The requirement under the Article 2.01 (d) of the Agreement that Kaymin complete a work commitment for
"a cumulative amount of not less than $4,150,000 by December 31, 2003;" is hereby replaced with a new requirement under Article 2.01 (d) of the Agreement that specifies that Kaymin must complete a work commitment for
"a cumulative amount of not less than $4,150,000 by December 31, 2004;"

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1.5

The requirement under the Article 2.01 (e) of the Agreement that Kaymin complete a work commitment for
"a cumulative amount of not less than $6,000,000 by December 31, 2004;" is hereby replaced with a new requirement under Article 2.01 (e) of the Agreement that specifies that Kaymin must complete a work commitment for
"a cumulative amount of not less than $6,000,000 by December 31, 2005;"



1.6

The requirement under the Article 2.02  (3) of the Agreement that
"Based on its evaluation of the results of Earn-In Expenditures funded in each of 2001, 2002 and 2003, respectively, Kaymin in its sole discretion, by Withdrawal Notice to the Optionors not later than the following March 31 of 2002, 2003 and 2004 respectively, may elect to withdraw from funding further Earn-In Expenditures under this agreement." is hereby replaced with a new requirement under Article 2.02  (3) that specifies
"Based on its evaluation of the results of Earn-In Expenditures funded in each of 2001, 2002, 2003 and 2004, respectively, Kaymin in its sole discretion, by Withdrawal Notice to the Optionors not later than the following March 31 of 2002, 2003, 2004 and 2005 respectively, may elect to withdraw from funding further Earn-In Expenditures under this agreement."



1.7

The requirement under the Article 2.05  (3) of the Agreement that
"Proposed Work Plans for each of 2002, 2003 and 2004 shall be prepared by Pacific and presented to Kaymin and Millennium for discussion, review and approval no later than three months before such Work Plan is to commence, but in any

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event not later than January 15 of the particular year." is hereby replaced with a new requirement under Article 2.05  (3) that specifies
"Proposed Work Plans for each of 2002, 2003, 2004 and 2005 shall be prepared by Pacific and presented to Kaymin and Millennium for discussion, review and approval no later than three months before such Work Plan is to commence, but in any event not later than January 15 of the particular year."



1.8

The Optionors and Kaymin have agreed to amend the said Agreement in certain further respects as may be required solely for the terms and conditions of the Agreement to remain internally consistent, fair and reasonable given the amendments now affected to Articles 2.01 (d), 2.01 (e), 2.02 (3) and 2.05 (3).



1.9

All other provisions of the said Agreement shall remain unaltered.



1.10

No further amendment or variation of the Farm-in Agreement is valid or binding on a party unless made in writing and executed by all parties.



1.11

This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such facsimile or counterpart so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date as set out on the first page of this Agreement.



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THUS DONE AND SIGNED at Vancouver, British Columbia on the day, month and year first aforewritten by the noted competent signatories for Pacific North West Capital Corp.:



Date this 
________

day of January, 2004

Signature:



Name:



Position:



-and-



THUS DONE AND SIGNED at Vancouver, British Columbia on the day, month and year first aforewritten by the noted competent signatories for Platinum Group Metals Ltd.:





Date this 
________

day of January, 2004

Signature:



Name:



Position:





-and-



THUS DONE AND SIGNED at
_______________________________________________________ on the day, month and year first aforewritten by the noted competent signatories for Kaymin Resources Limited:







Date this 
________

day of January, 2004

Signature:



Name:



Position:



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SECOND
AMENDMENT TO

AGNEW
LAKE FARM-IN AGREEMENT





LET
IT HEREBY BE KNOWN :



That
on the 25TH day of November in the year of our Lord Two Thousand
and Three (2003) the following parties have agreed to an amendment of the
Agnew Lake Option Agreement dated for reference August 15, 2000 and first
amended on August 16, 2001:





PACIFIC
NORTH WEST CAPITAL CORP., a corporation incorporated under the laws of
Alberta ("PFN")



-and-





PLATINUM
GROUP METALS LTD. (formerly known as New Millennium Metals Corporation),
a corporation incorporated under the laws of British Columbia ("PTM")

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NOW,
THEREFORE, WHEREAS :



1.

AMENDMENT
OF OPTION AGREEMENT



1.1

PFN
and PTM concluded an option agreement (the "Agreement") for the property
known as the Agnew Lake Property (the "Property") located near Sudbury,
Ontario on August 15, 2000, and amended August 16, 2001, whereby PFN could
exercise an option to earn an undivided 50% interest in the Property in exchange
for certain payments and commitments, including the completion of net aggregate
Exploration Expenditures on the Property, after any re-imbursements by third
parties, of not less than C $500,000 to be completed on the Property by the
fourth anniversary of the Effective Date of the Agreement, that Effective Date
being December 20, 2000.  For greater clarity, in order to exercise its
option PFN may elect to incur net Exploration Expenditures of $500,000 at its
own expense on the Property by December 20, 2004; or



1.2

according
to the terms and conditions of the amended Agreement, PFN may satisfy in whole
or part its obligation to incur $500,000 in Exploration Expenditures on the
Property by December 20, 2004 by making necessary payments of PFN shares to PTM
in four tranches of 75,000 shares commencing in October 2001 and then being made
annually within 45 days of the approval of each successive year's annual
exploration program by Kaymin Resources Limited.  At the time of writing
PFN has made three share payments under this amendment each of 75,000 shares to
PTM.  The shares paid to PTM in accordance with these tranches will be
applied against the aggregate

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Exploration
Expenditure requirement at the higher of the 10-day average trading price
preceding issuance and $0.60 per share.



1.3

PFN
and PTM have mutually agreed to amend the said Agreement for a second time in a
certain respect in terms of the August 16, 2001 amendment.  The language of
 Section 3.7 of the the August 16, 2001 first amendment document will be
reworded as follows:

PFN
has issued or will issue to PTMthe following PFN share
payments,which have already received regulatory approval:



1.

75,000
PFN shares on or before October 31, 2001

 (Issued)



2.

75,000
PFN shares within 45 days of Kaymin electing to proceed with the 2002
exploration program

 (Issued)



3.

75,000
PFN shares within 45 days of Kaymin electing to proceed with the 2003
exploration program (Issued)



4.

75,000
PFN shares within 45 days of Kaymin electing to proceed with
 a
 2004 exploration program



The
shares paid would be valued at the 10 day trading average prior to their dates
of issue and the number of shares to be issued under 1, 2, 3, and 4 above would becapped at that total number which would have a total value of $500,000,
such that not all the shares in 1, 2, 3, and 4 above would necessarily be
issued. It is understood that the minimum price that shares will be valued at is
$0.60 per share.

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5.

If
Kaymin elects to fund the project past December 31st,
2005
 , within 90 days of PFN receiving notice that Kaymin has elected to continue to
fund the project, PFN will issue to PTM that number of PFN shares the value of
which would, when totalled together with the value of the previous shares issued
under 1, 2, 3, and 4 above to PTM, equal $500,000.



6.

If
Kaymin does not proceed to fund exploration past
2005
 , PFN would be required, in order to exercise its option, to spend a total of
$500,000 on exploration less the calculated value of previously issued PFN
shares under 1, 2, 3, and 4 above to PTM, over a period of time to be agreed
between PFN and PTM.  
Alternatively, PFN will have
 the right to satisfy the Option by paying the same number of shares as would be
required under 5. above.

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6.

The
above would all be subject to PFN having the right to terminate the Option under
section 11.1 of the original Agreement.



8.

PFN
acknowledges that under the terms of the Agreement an Option payment of $45,000
is due to be paid by PFN to PTM on December 20, 2003.  PFN is now committed
to make that payment to PTM on or before November 30th, 2003 in consideration of
PTM agreeing to amend both the Agreement and the Agnew Lake Farm-In Agreement
between PFN, PTM and Kaymin Resources Limited.



1.4

All
other provisions of the said Agreement, as amended, shall remain unaltered.



1.5

No further
amendment or variation of the Agreement is valid or binding on a party unless
made in writing and executed by all parties.



1.6

This
Agreement may be executed in as many counterparts as may be necessary or by
facsimile and each such facsimile or counterpart so executed shall be deemed to
be an original and such counterparts together shall constitute one and the same
instrument and notwithstanding the date of execution shall be deemed to bear the
date as set out on the first page of this Agreement.

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THUS
DONE AND SIGNED at Vancouver, British Columbia on the day, month and year first
aforewritten by the noted competent signatories for Pacific North West Capital
Corp.:



Date
this  ________

day
of January, 2004

Signature:



Name:



Position:



-and-



THUS
DONE AND SIGNED at Vancouver, British Columbia on the day, month and year first
aforewritten by the noted competent signatories for Platinum Group Metals Ltd.:



Date
this  ________

day
of January, 2004

Signature:



Name:



Position:





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