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KIRKLAND LAKE GOLD INC.

SUBSCRIPTIONANDPURCHASEAGREEMENT

|TO:     | KIRKLAND LAKE GOLD INC.(the Corporation)
|------- | ------------------------------------------
|        |                                           
|AND TO: | OCTAGON CAPITAL CORPORATION AND           
|        | FAHNESTOCK CANADA INC.(the Agents)      

The undersigned (the Purchaser) hereby irrevocably
  subscribes for and agrees to purchase from the Corporation, pursuant to the
  terms and conditions of this Subscription Agreement and in the Agency Agreement
  (as hereinafter defined), that number of common shares (the Common Shares)
  of the Corporation set out in subparagraph 18(a). The Common Shares form part
  of a larger offering (the Offering) of up to 2,625,000 Common Shares
  (the Purchased Common Shares) to be issued and sold by the Corporation
  at a price of $1.80 per Common Share. A copy of the term sheet (the Term
  Sheet) outlining the terms and conditions of the Offering is attached
  hereto as Schedule A. In the event of any inconsistency between
  the provisions of Schedule A and this Subscription Agreement, the
  provisions of this Subscription Agreement shall prevail.

The Common Shares will be subject to a hold period under
  each of the Securities Laws and the policies of the TSX Venture Exchange (the
  Exchange) of four months from the Closing Date and the certificates
  evidencing such securities will bear legends to that effect. Consequently, the
  Common Shares may only be resold during such four month period in accordance
  with appropriate statutory exemptions from the prospectus requirements of the
  Securities Laws or if appropriate consents or discretionary orders have been
  obtained, and if the consent of the Exchange has been obtained. Purchasers are
  advised to consult their own legal advisors in this regard.

1. Defined
  Terms

The following capitalized terms used in this Subscription
  Agreement have the following meanings:

Agency Agreement means the agency agreement
  to be entered into between the Corporation and the Agents pursuant to which
  the Agents will agree to act as the Corporations agents, on a best
  efforts basis in connection with the Offering;

business day means any day except Saturday,
  Sunday or a statutory holiday in Toronto, Ontario;

Closing means the closing on the Closing
  Date of the transaction of purchase and sale in respect of the Common Shares
  as contemplated by this Subscription Agreement and the Agency Agreement;

Closing Date means December30,
  2002, or such other date as agreed to by the Agents and the Corporation;

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- 2 -

Securities Laws means the securities laws,
  regulations and rules, and the blanket rulings and policies and written interpretations
  of, and multilateral or national instruments adopted by, the Securities Regulators
  of all of the Selling Jurisdictions or, as the context may require, any one
  or more of the Selling Jurisdictions;

Securities Regulatorsmeans the securities
  commissions or other securities regulatory authorities of all of the Selling
  Jurisdictions or the relevant Selling Jurisdiction as the context so requires;

Selling Jurisdictions means the Provinces
  of Ontario, British Columbia and Alberta and such other provinces in Canada
  that are agreed to between the Corporation and the Agents and Selling
  Jurisdiction means, in the case of any purchaser, the Province of
  Canada in which such purchaser is resident; and

Subscription Agreementmeans the agreement
  resulting from the acceptance by the Corporation of the Purchasers offer
  constituted hereby.

2. Delivery
  and Payment

The Purchaser shall cause the following to be delivered to
  Octagon Capital Corporation, 181 University Avenue, Suite 400, Toronto, Ontario
  M5H 3M7, Attention: Sue Bartholomew as soon as possible and, in any event, not
  later than 12:00 noon (Toronto time) on December23, 2002:

| | (a) | a completed and duly executed copy of
        this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | if the purchaser is not an individual
        or carries on business as a portfolio manager in a jurisdiction inside
        or outside Canada, a completed and duly executed Corporate Placee Registration
        Form in the form attached hereto as Schedule B;                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | if the Purchaser is resident in the
        Province of Ontario or otherwise subject to the Securities Laws of the
        Province of Ontario, a completed and duly executed Accredited Investor
        Certificate in the form attached hereto as Schedule C;                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | if the purchaser is resident in the
        Province of Alberta or in the Province of British Columbia or otherwise
        subject to the Securities laws of the Province of Alberta or the Province
        of British Columbia and purchasing Common Shares as an accredited
        investor pursuant to Multilateral Instrument 45-103 - Capital
        Raising Exemptions, a completed and duly executed Accredited Investor
        Certificate in the form attached hereto as Schedule D;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | all other documentation as may be required
        by the Securities Laws; and                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (f) | unless other arrangements acceptable
        to the Agents are made, a certified cheque or bank draft made payable
        to Octagon Capital Corporation on or before the Closing Date (or such
        other date as the Agents may advise) in same day freely transferable                                                                                                                                                                                                                         

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| |  | Canadian funds at par in Toronto, representing the aggregate purchase
      price payable by the Purchaser for the Common Shares.
| |  | ---------------------------------------------------------------------------------------------------------------------------------

3. Closing

Delivery of and payment for the Common Shares will be completed
  at the offices of the Corporations counsel, ONeill & Company
  , Suite 1880 Royal Centre, 1055 West Georgia Street Vancouver, British Columbia
  at 12:00 noon (Toronto time) on the Closing Date, all in accordance with the
  Agency Agreement.

The Purchaser acknowledges that the Common Shares will be
  available for delivery upon Closing against payment of the amount of the aggregate
  purchase price for the Common Shares provided that the Purchaser has satisfied
  the requirements of paragraph 2 hereof and the Corporation has accepted this
  Subscription Agreement.

Each of the Agents is hereby appointed as the Purchasers
  agent to represent the Purchaser at the Closing for the purposes of all closing
  matters and deliveries of documents and Common Shares and are hereby authorized
  by the Purchaser, for and on behalf of the Purchaser, to extend such time periods
  and modify or waive such conditions as may be contemplated herein or in the
  Agency Agreement or, in their absolute discretion, as they deem appropriate;
  provided, however, that the Agents shall not take any action that would reasonably
  be expected to be detrimental to the Purchaser. Without limiting the generality
  of the foregoing, each of the Agents is specifically and exclusively authorized
  to waive any representations and warranties, covenants or conditions for purchasers
  contained in the Agency Agreement. In addition, the Purchaser acknowledges that
  the Agents are entitled to exercise or not to exercise, in their absolute discretion,
  the rights of termination in the Agency Agreement on and subject to the terms
  and conditions contained therein.

It is a condition of Closing, among other things, that all
  documents required to be completed and signed in accordance with paragraph 2
  hereof be received prior to the Closing Date and that all Exchange approvals
  are received. It is also a condition of Closing, among other things, that the
  Corporation be a qualifying issuer (as such term is defined in Multilateral
  instrument 45-102  Resale of Securities) prior to Closing.

4. Purchasers
  Acknowledgements

The Purchaser acknowledges and agrees (on its own behalf and,
  if applicable, on behalf of each beneficial purchaser for whom the Purchaser
  is contracting hereunder) with the Corporation and the Agents (which acknowledgements
  and agreements shall survive the Closing) that:

(a)
      the sale and delivery of the Common Shares is conditional
          upon such sale being exempt from the prospectus filing requirements
          and the requirement to deliver an offering memorandum or similar document
          in connection with the distribution of the Common Shares under the Securities
          Laws or upon the issuance of such orders, consents or approvals as may
          be required to permit such sale without the requirement of filing a
          prospectus or similar document;


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| | (b) | the Common Shares are subject to resale
        restrictions under the Securities Laws and policies of the Exchange and
        are otherwise subject to all of the terms, conditions and provisions of
        the Agency Agreement and the Purchaser (and, if applicable, others for
        whom it is contracting hereunder) will comply with all relevant Securities
        Laws and policies of the Exchange concerning any resale of the Common
        Shares and will consult with its legal advisors or counsel to the Corporation
        with respect to complying with all restrictions applying to such resale;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | the purchase of the Common Shares has
        not been made through or as a result of, and the distribution of the Common
        Shares is not being accompanied by, any advertisement, including, without
        limitation, in printed public media, radio, television or telecommunications,
        including electronic display or as part of a general solicitation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | no prospectus or offering memorandum
        within the meaning of the Securities Laws has been delivered to the Purchaser
        (and, if applicable, others for whom it is contracting hereunder) in connection
        with the Offering;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (e) | in purchasing the Common Shares, the
        Purchaser (and, if applicable, others for whom it is contracting hereunder)
        has relied solely upon the Term Sheet, publicly available information
        relating to the Corporation and this Subscription Agreement and not upon
        any verbal or written representation as to any fact or otherwise made
        by or on behalf of the Corporation or the Agents or any employee, agent
        or affiliate thereof or any other person associated therewith. The Agents
        assume no responsibility or liability of any nature whatsoever for the
        accuracy or adequacy of the publicly available information upon which
        the Purchasers investment decision has been made or as to whether
        all information concerning the Corporation required to be disclosed by
        the Corporation has been disclosed. The Purchaser, on its own behalf and
        on behalf of others for whom the Purchaser is contracting hereunder, has
        acknowledged that the decision to purchase the Common Shares was made
        on the basis of currently available public information;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | the Common Shares are being offered
        for sale on a private placement basis;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g) | the Purchaser is solely responsible
        for obtaining such legal advice and tax advice as it considers appropriate
        in connection with the execution, delivery and performance by it of this
        Subscription Agreement and the transactions contemplated hereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h) | in accepting this Subscription Agreement,
        the Corporation is relying upon the representations and warranties and
        acknowledgements of the Purchaser set out herein including, without limitation,
        in connection with determining the eligibility of the Purchaser or (if
        applicable) the eligibility of others on whose behalf the Purchaser is
        contracting hereunder to purchase Common Shares under the Securities Laws.
        The Purchaser hereby agrees to notify the Corporation immediately of any
        change in any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| |     | representation, warranty,
        covenant or other information relating to the Purchaser or the beneficial
        purchaser contained in this Subscription Agreement which takes place prior
        to Closing;                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i) | the Common Shares are subject
        to the terms, conditions and provisions of this Subscription Agreement
        (including the schedules hereto), the constating documents of the Corporation
        and the Agency Agreement and that copies of such documents, once executed,
        will be made available to the Purchaser upon request;                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (j) | no person has made any written
        or oral representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (k) | the certificates evidencing
        the Common Shares will bear legends regarding restrictions on transfer
        as required by applicable Securities Laws and policies of the Exchange;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (l) | no securities commission
        or similar regulatory authority has reviewed or passed on the merits of
        the Common Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (m) | there is no government or
        other insurance covering the Common Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (n) | there are risks associated
        with the purchase of the Common Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (o) | there are restrictions on
        the Purchasers ability to resell the Common Shares and it is the
        responsibility of the Purchaser to find out what those restrictions are
        and to comply with them before selling the Common Shares;                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (p) | the Corporation has advised
        the Purchaser that the Corporation is relying on an exemption from the
        requirements to provide the Purchaser with a prospectus and to sell securities
        through a person or company registered to sell securities under the Securities
        Act(British Columbia) and the Securities Laws and, as a consequence
        of acquiring Common Shares pursuant to this exemption, certain protections,
        rights and remedies provided by the Securities Act(British Columbia)
        and the Securities Laws, including statutory rights of rescission or damages,
        will not be available to the Purchaser;

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| | (q) | because the Purchaser is not purchasing
        the Common Shares under a prospectus, the Purchaser will not have the
        civil remedies that would otherwise be available to the Purchaser;                                                                                                                                                                                                                                                                                                                                                   
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (r) | an investment in the Common Shares by
        the Purchaser is a highly speculative investment involving significant
        risks and the Purchaser should not purchase Common Shares unless they
        are able to sustain the loss of their entire investment; and                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (s) | an understanding of the risks involved
        in an investment in a resource based company requires specialized knowledge
        of the industry. To the extent that the Purchaser does not have such specialized
        knowledge, the Purchaser is responsible for obtaining such advice and
        from such experts and advisors that it considers appropriate. Neither
        the Agents nor the Company will provide, nor be in any way responsible
        for providing, the Purchaser with any advice or information in this respect.

5. Conditions
  of Closing

The Purchaser acknowledges and agrees that as the sale of
  the Common Shares will not be qualified by a prospectus, such sale is subject
  to the condition that it (or, if applicable, any others for whom it is contracting
  hereunder) sign and return to the Corporation and/or the Agents all relevant
  documentation required by the Securities Laws. The Purchaser acknowledges and
  agrees that the Agents and/or the Corporation may be required to provide the
  Securities Regulators and the Exchange with a list setting forth the identities
  of the beneficial purchasers of the Common Shares (on a confidential basis,
  except in the Province of British Columbia). Notwithstanding that the Purchaser
  may be purchasing Common Shares as agent on behalf of an undisclosed principal,
  the Purchaser agrees to provide, on request, particulars as to the identity
  of such undisclosed principal as may be required by the Agents and/or the Corporation
  in order to comply with the foregoing.

In the event that the purchase of the Common Shares pursuant
  to the provisions of this Subscription Agreement does not occur, the Subscription
  Agreement will be returned to the Purchaser, together with any payment that
  has been made in respect of the Common Shares, and the obligations of the parties
  hereto shall thereupon terminate.

6. Acceptance
  of Offer to Purchase

The acceptance by the Corporation of the Purchasers
  irrevocable offer to purchase the Common Shares shall constitute an agreement
  by the Corporation with the Purchaser that the Purchaser shall have, in respect
  of such Common Shares the benefits of the representations, warranties and covenants
  of the Corporation made by the Corporation and the conditions of Closing not
  waived by the Agents contained in the Agency Agreement.

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7. Representations,
  Warranties and Covenants

The Purchaser hereby represents, warrants, and covenants (on
  its own behalf and, if applicable, on behalf of those for whom the Purchaser
  is contracting hereunder) to the Corporation and the Agents (which representations,
  warranties and covenants shall survive the Closing) that:

| | (a) | if the purchase by the Purchaser
        of Common Shares hereunder is subject to the securities legislation of
        the Province of Ontario, the Purchaser is an accredited investor,
        as such term is defined in Ontario Securities Commission Rule 45-501 
        Exempt Distributions, is purchasing the Common Shares as principal
        and has properly completed and executed the Accredited Investor Certificate
        attached to this Subscription Agreement as Schedule C;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | if the purchase by the Purchaser
        of Common Shares hereunder is subject to the securities legislation of
        any of the Provinces of Alberta or British Columbia:                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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| |  | (2)   | is recognized or designated as an exempt purchaser
        under applicable securities legislation and, if a resident of or otherwise
        subject to the securities legislation of the Province of Alberta is not
        an individual; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (3)   | is purchasing a sufficient number of Common Shares
        such that the aggregate acquisition cost to the Purchaser of such Common
        Shares is not less than $97,000; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (ii)  | in the case of the purchase
        by the Purchaser of Common Shares as agent for a disclosed principal,
        each beneficial purchaser of the Common Shares for whom the Purchaser
        is acting is purchasing as principal for its own account and not for the
        benefit of any other person for investment only and not with a view to
        resale or distribution of all or any of the Common Shares and the Purchaser
        is an agent with due and proper authority to execute this Subscription
        Agreement and all other documentation in connection with the purchase
        of the Common Shares on behalf of the beneficial purchaser and this Subscription
        Agreement has been duly authorized, executed and delivered by or on behalf
        of, and constitutes the legal, valid and binding agreement of, the disclosed
        principal, and each such beneficial purchaser:
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (1)   | is recognized or designated as an exempt purchaser
        under applicable securities legislation and, if resident of or otherwise
        subject to the securities legislation of the Province of Alberta is not
        an individual; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (2)   | is purchasing a sufficient number of Common Shares
        such that the aggregate acquisition cost to the Purchaser of such Common
        Shares is not less than $97,000; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (iii) | in the case of the purchase by the Purchaser of Common
        Shares as trustee or as agent for a principal which is undisclosed or
        identified by account number only, this Subscription Agreement has been
        duly authorized, executed and delivered by, and constitutes a legal, valid
        and binding agreement of, the undersigned acting in such capacity, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (1)   | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |  |  | (B)  | if the purchase by the Purchaser
        of Common Shares hereunder is subject to the securities legislation of
        the Province of British Columbia, the Purchaser is:                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |  | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |      | (aa)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |      | (bb)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |      | (cc)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |      | provided that, as used herein
        an account is fully managed by the Purchaser only if the Purchaser
        makes the investment decisions for the account and has fully discretion
        to purchase or sell securities for the account without requiring the clients
        express consent to a transaction; or                                                                                                                                                                                                                                                
| |  |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  | (2)  | each beneficial purchaser
        of the Common Shares for whom the Purchaser is acting is purchasing as
        principal for its own account, and not for the benefit of any other person,
        for investment only and not with a view to resale or distribution of the
        Common Shares, and                                                                                                                                                                                                                                                                     
| |  |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |      | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |      | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  | (iv) | in the case of any purchase
        referred to in section 7(b)(i)(3), 7(b)(ii)(2) or 7(b)(iii)(2)(A) above,
        if the Purchaser or any beneficial purchaser on whose behalf the Purchaser
        is purchasing, is not an individual and is a corporation, partnership,
        party, trust, fund, association or other organized group of persons, it
        was not created and is not being used primarily to permit a group of individual
        to purchase securities without a prospectus, or each of the individuals
        who form part of this group is

---

- 10 -

| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | purchasing Common Shares having an aggregate
        acquisition cost to such individual of not less than $97,000; or                                                                                                                                                                                                                               
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                     
| |  |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Purchaser is an accredited
        investor, as such term is defined in Multilateral Instrument 45-103
         Capital Raising Exemptions, is purchasing the Common Shares
        as principal and has properly completed and executed the Accredited Investor
        Certificate attached to this Subscription Agreement as Schedule D;
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                     
| |  | (c) | if the Purchaser is an individual,
        the Purchaser has attained the age of majority and is legally competent
        to execute this Subscription Agreement and to take all actions required
        pursuant hereto and if the Purchaser is not an individual, this Subscription
        Agreement has been authorized, executed and delivered by, and constitutes
        a legal, valid and binding agreement of the undersigned;                                                                                                                                                                                       
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                     
| |  | (d) | neither the Purchaser nor
        any party on whose behalf it is acting has been created or is being used
        primarily to permit the purchase of the Common Shares without a prospectus
        in reliance on an exemption from the prospectus requirements of applicable
        Securities Laws;                                                                                                                                                                                                                                                                                                                        
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                     
| |  | (e) | neither the Purchaser nor
        any party on whose behalf it is acting is an investment club;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                     
| |  | (f) | either (i) the Purchaser
        and each beneficial purchaser for whom it is acting are resident in the
        province set out in paragraph 18 of this Subscription Agreement; or (ii)
        the Purchaser is resident in the jurisdiction set out in paragraph 18
        and is not a citizen or resident of Canada, or a corporation, partnership
        or other entity created in or organized under the laws of Canada or any
        province or territory thereof (collectively a Canadian person)
        and such Purchaser is not purchasing the Common Shares for the account
        of any Canadian person;
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                     
| |  | (g) | as the Common Shares are
        subject to resale restrictions under applicable Securities Laws and Exchange
        policies, the Purchaser, or in the case of a purchase by the Purchaser
        acting as agent for a disclosed principal, each beneficial purchaser shall
        comply with all applicable Securities Laws and Exchange policies concerning
        any resale of the Common Shares and shall consult with its own legal advisors
        with respect to such compliance;                                                                                                                               
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                     
| |  | (h) | the Purchaser (or, if applicable,
        others for whom it is contracting hereunder) will execute and deliver
        within the applicable time periods all documentation as may be required
        by applicable Securities Laws and Exchange policies to permit the purchase
        of the Common Shares on the terms herein set forth;                                                                                                                                                                                                                                                                                   
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                     
| |  | (i) | if required by applicable
        Securities Laws and Exchange policies, the Purchaser will execute, deliver,
        file and otherwise assist the Corporation in filing such reports, undertakings
        and other documents with respect to the issuance of the Common Shares
        as may be required;                                                                                                                                                                                                                                                                                                                   
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                     
| |  | (j) | the Purchaser, whether acting
        as principal, trustee or agent, is neither a United States person (as
        defined in Rule 902(0) of Regulation S promulgated under the United States
        Securities Act of 1933) nor purchasing the Common Shares for the
        account of a United States person or for resale                                                                                                                                                                                                                                                                                                  

---

- 11 -

| |  |     | in the United States and the Purchaser
        confirms that the Common Shares have not been offered to the Purchaser
        in the United States and that this Subscription Agreement has not been
        signed in the United States;                                                                                                                                                                                                                                                                                                                                
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (k) | if the Purchaser is a resident of or
        otherwise subject to the securities legislation of a jurisdiction other
        than Canada, the purchase of the Common Shares by such Purchaser does
        not contravene the applicable securities legislation in the jurisdiction
        in which it is resident and does not trigger (i) any obligation to prepare
        and file a prospectus or similar document, or any other report with respect
        to such purchase, or (ii) any registration or other obligation on the
        part of the Corporation;
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (l) | the Purchaser is capable of assessing
        the proposed investment as a result of the Purchasers financial
        or investment experience or as a result of advice received from a registered
        person other than the Corporation or an affiliate thereof;                                                                                                                                                                                                                                                                                                   
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (m) | the Purchaser has such knowledge in
        financial and business affairs as to be capable of evaluating the merits
        and risks of its investment and it is able to bear the economic risk of
        loss of its investment; and                                                                                                                                                                                                                                                                                                                                 
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (n) | upon acceptance by the Corporation,
        this Subscription Agreement will constitute a valid and legally binding
        contract of the Purchaser enforceable against the Purchaser in accordance
        with its terms.                                                                                                                                                                                                                                                                                                                                            

The Purchaser acknowledges and agrees that the foregoing representations
  and warranties are made by it with the intention that they may be relied upon
  by the Corporation, the Agents and their respective legal counsel in determining
  its eligibility or (if applicable) the eligibility of others on whose behalf
  it is contracting hereunder to purchase the Common Shares under applicable Securities
  Laws. The Purchaser further agrees that by accepting delivery of the Common
  Shares on the Closing Date, it shall be representing and warranting that the
  foregoing representations and warranties remain true and correct as at the Closing
  Date with the same force and effect as if they had been made by the Purchaser
  at the time of Closing and that they shall survive the purchase by the Purchaser
  of the Common Shares and still continue in full force and effect notwithstanding
  any subsequent disposition by the Purchaser of the Common Shares. The Corporation,
  the Agents and their respective legal counsel shall be entitled to rely on the
  representations and warranties of the undersigned contained in this paragraph,
  and the Purchaser shall indemnify and hold harmless the Corporation, the Agents
  and their respective legal counsel for any loss, costs or damages any of them
  may suffer as a result of any misrepresentations of the undersigned.

8. Commission
  to the Agents

The Purchaser understands that, in connection with the issue
  and sale of Common Shares pursuant to the Offering, the Agents will receive
  from the Corporation on Closing, a cash fee equal to 8% of the gross proceeds
  of the Offering. In addition, the Agents will receive compensation warrants
  of the Corporation exercisable to acquire that number of Common Shares equal
  to 15% of the number of

---

- 12 -

Commons Shares sold pursuant to the Offering at a price of
  $2.05 per Common Share for a period of 18 months following the Closing Date.

No other fee or commission is payable by the Corporation in
  connection with the sale of the Common Shares. However, the Corporation will
  pay those fees and expenses in connection with the Offering as are set out in
  the Agency Agreement.

9. Costs

The Purchaser acknowledges and agrees that except as may otherwise
  be provided for in the Agency Agreement, all costs and expenses incurred by
  the Purchaser (including any fees and disbursements of any special counsel retained
  by the Purchaser) relating to the sale of the Common Shares to the Purchaser
  shall be borne by the Purchaser.

10. Survival

This Subscription Agreement, including without limitation
  the representations, warranties and covenants contained herein, shall survive
  and continue in full force and effect and be binding upon the Purchaser notwithstanding
  the completion of the purchase of the Common Shares by the Purchaser pursuant
  hereto, the completion of the Offering of Common Shares of the Corporation and
  any subsequent disposition by the Purchaser of the Common Shares.

11. Facsimile
  and Counterpart Subscriptions

The Corporation and the Agents shall be entitled to rely on
  delivery by facsimile machine of an executed copy of this Subscription Agreement,
  including the completed schedules hereto, and acceptance by the Corporation
  and the Agents of such facsimile copy shall be legally effective to create a
  valid and binding agreement among the Purchaser, the Agents and the Corporation
  in accordance with the terms hereof. In addition, this Subscription Agreement
  may be executed in counterparts, each of which shall be deemed to be an original
  and all of which shall constitute one and the same document.

12. Governing
  Law

This Subscription Agreement shall be governed by and construed
  in accordance with the laws of the Province of British Columbia and the federal
  laws of Canada applicable therein. The Purchaser on its own behalf and, if applicable,
  on behalf of each beneficial purchaser for whom it is contracting hereunder,
  hereby irrevocably attorns to the jurisdiction of the courts of the Province
  of British Columbia with respect to any matters arising out of this Subscription
  Agreement.

13. Assignment

The terms and provisions of this Subscription Agreement shall
  be binding upon and enure to the benefit of the Purchaser and the Corporation
  and their respective heirs, executors, administrators, successors and assigns;
  provided that, except for the assignment by a Purchaser who is acting as

---

- 13 -

nominee or agent to the beneficial owner and as otherwise
  herein provided, this Subscription Agreement shall not, except to the extent
  that the Agents in their sole discretion consent, be assignable by any party
  without prior written consent of the other parties. The benefits and the obligations
  of this Subscription Agreement, insofar as they apply to the Purchaser, shall
  pass with any assignment or transfer of the Common Shares.

14. Entire
  Agreement and Headings

This Subscription Agreement (including the schedules hereto)
  constitutes the entire agreement between the Purchaser and the Corporation relating
  to the subject matter hereof and there are no representations, warranties, covenants,
  understandings or other agreements relating to the subject matter hereof except
  as stated or referred to herein. This Subscription Agreement may be amended
  or modified in any respect by written instrument only. The headings contained
  herein are for convenience only and shall not affect the meanings or interpretation
  hereof.

15. Time
  of Essence

Time shall be of the essence of this Subscription Agreement.

16. Effective
  Date

This Subscription Agreement is intended to and shall take
  effect on the effective date of the Agency Agreement, notwithstanding its actual
  date of execution or delivery by any of the parties.

17. English
  Language

We, the undersigned, hereby acknowledge that we have consented
  and requested that all documents evidencing or relating in any way to the sale
  of the Common Shares be drawn up in the English language only.

Nous, soussignés, reconnaissons par les présentes
  avoir consenti et demandé que tous les documents faisant foi ou se rapportant
  de quelque manière à la vente des actions ordinaires soient redigés
  en anglais seulement.

---

- 14 -

18. Subscription
  Particulars:

|(a) | The aggregate number of the of Common Shares being subscribed for is
          ______________ .
        The aggregate price of the Common Shares being subscribed for is $
          _______________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | The Common Shares are to be registered
        in the following name and address:
        _______________________________________________________________________________________________________
        _______________________________________________________________________________________________________
        (if space is insufficient, attach a list)                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c) | The certificate representing the Common Shares is to be delivered to:
          _______________________________________________________________________________________________________
          _______________________________________________________________________________________________________
          at its office at: ____________________________________________________________________________________________
          _______________________________________________________________________________________________________
          _______________________________________________________________________________________________________
        Contact Name:  ____________________     Contact
          Number:____________________
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(d) | If the Purchaser is signing as agent
        for a principal and not as agent for a fully managed account, the name
        and address of the beneficial purchaser is:
        _______________________________________________________________________________________________________
        _______________________________________________________________________________________________________
        _______________________________________________________________________________________________________
        
        _______________________________________________________________________________________________________                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(e) | The Purchaser owns or has control or direction over the following number
          of securities of the Company.
          Shares: ____________________    Warrants: ____________________
        Dated at ____________________ , this _______day of ____________________,
          2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Address of Purchaser: ____________________________________________________________________________________________

Name of Purchaser (please print): ____________________________________________________________________________________

|                           |  |                                         
|-------------------------- |  | ----------------------------------------
|Witness (if an individual) |  | (Signature of or on behalf of Purchaser)
|                           |  |                                         
|                           |  |                                         
|Witness (if an individual) |  | Office, Title of Other Authorization    
|                           |  | (if not an individual)                  

---

- 15 -

ACCEPTANCE

The Corporation hereby accepts the above-mentioned offer to
  purchase Common Shares this _______day of ____________________, _______.



**KIRKLAND LAKE GOLD INC.**



Per:___________________________
                Authorized
    Signing Officer

---

SCHEDULE A

KIRKLAND LAKE GOLD INC.

TERM SHEET

PRIVATE PLACEMENT OF COMMON SHARES

|Issuer:                     | Kirkland Lake Gold Inc.                                                                                                                                                                                                                                                                                                                                                                                               
|--------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                       
|Size of Offering:           | Up to 2,625,000 Common Shares.                                                                                                                                                                                                                                                                                                                                                                                        
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                       
|Issue Price:                | $1.80 per Common Share.                                                                                                                                                                                                                                                                                                                                                                                               
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                       
|Maximum Aggregate Proceeds: | Up to $4,725,000.                                                                                                                                                                                                                                                                                                                                                                                                     
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                       
|Type of Transaction:        | Best efforts agency basis, subject to
        formal agency agreement. The Common Shares will be offered for sale and
        sold on a private placement basis without an offering memorandum.                                                                                                                                                                                                                     
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                       
|Resale of Securities:       | The Common Shares sold will be subject
        to a four-month hold period, commencing from the date of Closing.                                                                                                                                                                                                                                                                                                      
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                       
|Use of Proceeds:            | Funding the ongoing development of the
        Companys mines in the Kirkland Lake mining district, for resource
        delineation, and for working capital purposes.                                                                                                                                                                                                                                              
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                       
|Offering Jurisdictions:     | Ontario, British Columbia and Alberta.                                                                                                                                                                                                                                                                                                                                                                                
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                       
|Commission:                 | 8% of gross proceeds of the Offering
        payable on Closing.                                                                                                                                                                                                                                                                                                                                                      
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                       
|Compensation Warrants:      | At Closing, the Agents will receive
        compensation warrants entitling the Agents to purchase, in the aggregate,
        that number of Common Shares equal to 15% of the Common Shares sold pursuant
        to the Offering. Each Compensation Warrant will be exercisable for one
        Common Share at the price of $2.05 per Common share for a period of 18
        months following the date of Closing.
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                       
|Expenses:                   | All reasonable out of pocket expenses
        of the Agents, including all legal fees, to a maximum of $25,000, shall
        be paid by the Company.                                                                                                                                                                                                                                                                 

---

- 2 -

|Closing: | December 30, 2002 or such alternate date as
      may be agreed upon by the Agents and the Company.
|-------- | ---------------------------------------------------------------------------------------------------
|         |                                                                                                    
|Agents:  | Octagon Capital Corporation  Fahnestock
      Canada Inc.                                          

---

SCHEDULE B

TSX VENTURE EXCHANGE (FORM 4C)

CORPORATE PLACEE REGISTRATION FORM

Where subscribers to a Private Placement are not individuals,
  the following information must be provided. This Form will remain on file with
  the Exchange. The corporation, trust, portfolio manager or other entity (the
  Purchaser) need only file it once, and it will be referenced for
  all subsequent Private Placements in which it participates. If any of the information
  provided in this Form changes, the Purchaser must notify the Exchange prior
  to participating in further placements with Exchange listed companies. If as
  a result of the Private Placement, the Purchaser becomes an Insider of the Issuer,
  the Purchaser is reminded that they must file a Personal Information Form (2A)
  with the Exchange.

|1. | Purchaser Information:                                                        
|-- | ------------------------------------------------------------------------------
|   |                                                                               
|   | (a)                                                                           
|   |                                                                               
|   | (b)                                                                           
|   |                                                                               
|   | (c)                                                                           
|   |                                                                               
|2. | (a)                                                                           
|   |                                                                               
|   | (b)                                                                           
|   |                                                                               
|3. | If the answer to 2(b) above
        was Yes, the undersigned certifies that:
|   |                                                                               
|   | (a)                                                                           
|   |                                                                               
|   | (b)                                                                           
|   |                                                                               
|   | (c)                                                                           
|   |                                                                               
|   | (d)                                                                           

---

- 2 -

| | (e) | the Issuer has provided it with the following list of the directors, senior
      officers and other insiders of the Issuer and the persons that carry on
      investor relations activities for the Issuer:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | D. Harry W. Dobson | Brian A. Hinchcliffe | Brian E. Bayley 
| |  | ------------------ | -------------------- | ----------------
| |  | S. Paul Kostuik    | A. Murray Sinclair   | W. Warren Holmes
| |  | D. Scott Koyich    | DSK Consulting Inc.  |                 

|   |                                                                                                                                                                                                                       | and it does not believe, and has no reasonable grounds
        to believe, that any of those persons has a beneficial interest in any
        of the managed accounts for which it is purchasing, except as follows:                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                       
|   | _______________________________________________________________________________________________________
      _______________________________________________________________________________________________________
|   | (Insert name of insider(s)
        or person(s) carrying on investor relations activities for the Issuer
        that have a beneficial interest in an account or insert N/A,
        as applicable.)              
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                       
|   | (f)                                                                                                                                                                                                                   | it has no reasonable grounds to believe, that any of the
      directors, senior officers and other insiders of the Issuer, and the persons
      that carry on investor relations activities for the Issuer has a beneficial
      interest in any of the managed accounts for which it is purchasing
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                       
|4. | If the answer to 2(a). above was No,
      please provide the names and addresses of control persons of the Purchaser:                                                                                             

|Name | Street Address | City and Provinceor State | Country
|---- | -------------- | ------------------------- | -------
|     |                |                           |        
|     |                |                           |        
|     |                |                           |        
|     |                |                           |        

---

- 3 -

The Purchaser acknowledges that it is bound by the provisions
  of applicable Securities Law, including provisions concerning the filing of
  insider reports and reports of acquisitions (See for example, sections 87 and
  111 of the Securities Act(British Columbia) and sections 176 and 182
  of the Securities Act (Alberta).

Dated at_______________________________________________ on _______________________________________________.

| |                                           
| | ------------------------------------------
| | (Name of Purchaser - please print)        
| |                                           
| |                                           
| | (Authorized Signature)                    
| |                                           
| |                                           
| | (Official Capacity - please print)        
| |                                           
| |                                           
| |                                           
| | (please print name of individual whose    
| | signature appears above, if different from
| | name of purchaser printed above)          

---

SCHEDULE C

ACCREDITED INVESTOR CERTIFICATE (FOR ONTARIO RESIDENTS ONLY)

TO:        KIRKLAND LAKE GOLD INC.

In connection with the proposed purchase of securities (the
  "Securities") of KIRKLAND LAKE GOLD INC. (the "Company"), the undersigned represents
  and warrants that the undersigned has read the following definition of an "accredited
  investor" from Ontario Securities Commission Rule 45-501  Exempt Distributions
  and certifies that the undersigned is an accredited investor as indicated below
  (check one):

| | "accredited investor " means |     |                                                                
| | ---------------------------- | --- | ---------------------------------------------------------------
| |                              |     |                                                                
| |                              | (a) | a bank listed in Schedule I or II of the Bank Act (Canada), or 
| |                              |     | an authorized foreign bank listed in Schedule III of that Act; 
| |                              |     |                                                                
| |                              | (b) | the Business Development Bank incorporated under the           
| |                              |     | Business Development Bank Act (Canada);                        
| |                              |     |                                                                
| |                              | (c) | a loan corporation or trust corporation registered under the   
| |                              |     | Loan and Trust Corporations Act or under the Trust and         
| |                              |     | Loan Companies Act (Canada), or under comparable               
| |                              |     | legislation in any other jurisdiction;                         
| |                              |     |                                                                
| |                              | (d) | a co-operative credit society, credit union central, federation
| |                              |     | of caisses populaires, credit union or league, or regional     
| |                              |     | caisse populaire, or an association under the Cooperative      
| |                              |     | Credit Associations Act (Canada), in each case, located in     
| |                              |     | Canada;                                                        
| |                              |     |                                                                
| |                              | (e) | a company licensed to do business as an insurance company      
| |                              |     | in any jurisdiction;                                           
| |                              |     |                                                                
| |                              | (f) | a subsidiary of any company referred to in paragraph (a), (b), 
| |                              |     | (c), (d) or (e), where the company owns all of the voting      
| |                              |     | shares of the subsidiary;                                      
| |                              |     |                                                                
| |                              | (g) | a person or company registered under the Ontario Securities    
| |                              |     | Act or securities legislation in another jurisdiction as an    
| |                              |     | adviser or dealer, other than a limited market dealer;         

---

- 2 -

| |  | (h) | the government of Canada or of any jurisdiction, or any        | ** ̈** | 
| |  | --- | -------------------------------------------------------------- | ----- | 
| |  |     | crown corporation, instrumentality or agency of a Canadian     |       | 
| |  |     | federal, provincial or territorial government;                 |       | 
| |  |     |                                                                |       | 
| |  | (i) | any Canadian municipality or any Canadian provincial or        | ** ̈** | 
| |  |     | territorial capital city;                                      |       | 
| |  |     |                                                                |       | 
| |  | (j) | any national, federal, state, provincial, territorial or       | ** ̈** | 
| |  |     | municipal government of or in any foreign jurisdiction, or     |       | 
| |  |     | any instrumentality or agency thereof;                         |       | 
| |  |     |                                                                |       | 
| |  | (k) | a pension fund that is regulated by either the Office of the   | ** ̈** | 
| |  |     | Superintendent of Financial Institutions (Canada) or a         |       | 
| |  |     | provincial pension commission or similar regulatory            |       | 
| |  |     | authority;                                                     |       | 
| |  |     |                                                                |       | 
| |  | (l) | a registered charity under the Income Tax Act (Canada);        | ** ̈** | 
| |  |     |                                                                |       | 
| |  | (m) | an individual who beneficially owns, or who together with a    | ** ̈** | 
| |  |     | spouse beneficially own, financial assets having an            |       | 
| |  |     | aggregate realizable value that, before taxes but net of any   |       | 
| |  |     | related liabilities, exceeds $1,000,000;                       |       | 
| |  |     |                                                                |       | 
| |  | (n) | an individual whose net income before taxes exceeded           | ** ̈** | 
| |  |     | $200,000 in each of the two most recent years or whose net     |       | 
| |  |     | income before taxes combined with that of a spouse             |       | 
| |  |     | exceeded $300,000 in each of those years and who, in either    |       | 
| |  |     | case, has a reasonable expectation of exceeding the same net   |       | 
| |  |     | income level in the current year;                              |       | 
| |  |     |                                                                |       | 
| |  | (o) | an individual who has been granted registration under the      | ** ̈** | 
| |  |     | Ontario Securities Act or securities legislation in another    |       | 
| |  |     | jurisdiction as a representative of a person or company        |       | 
| |  |     | referred to in paragraph (g), whether or not the individual 's |       | 
| |  |     | registration is still in effect;                               |       | 
| |  |     |                                                                |       | 
| |  | (p) | a promoter of the issuer or an affiliated entity of a promoter | ** ̈** | 
| |  |     | of the issuer;                                                 |       | 
| |  |     |                                                                |       | 
| |  | (q) | a spouse, parent, grandparent or child of an officer, director | ** ̈** | 
| |  |     | or promoter of the issuer;                                     |       | 

---

- 3 -

| |  | (r)  | a person or company that, in relation to the issuer, is an         | ** ̈** | 
| |  | ---- | ------------------------------------------------------------------ | ----- | 
| |  |      | affiliated entity or a person or company referred to in clause     |       | 
| |  |      | (c) of the definition of distribution in subsection 1(1) of the    |       | 
| |  |      | Ontario Securities Act;                                            |       | 
| |  |      |                                                                    |       | 
| |  | (s)  | an issuer that is acquiring securities of its own issue;           | ** ̈** | 
| |  |      |                                                                    |       | 
| |  | (t)  | a company, limited partnership, limited liability partnership,     | ** ̈** | 
| |  |      | trust or estate, other than a mutual fund or non-redeemable        |       | 
| |  |      | investment fund, that had net assets of at least $5,000,000 as     |       | 
| |  |      | reflected in its most recently prepared financial statements;      |       | 
| |  |      |                                                                    |       | 
| |  | (u)  | a person or company that is recognized by the Ontario              | ** ̈** | 
| |  |      | Securities Commission as an accredited investor or until           |       | 
| |  |      | November 30, 2002 as an exempt purchaser;                          |       | 
| |  |      |                                                                    |       | 
| |  | (v)  | a mutual fund or non-redeemable investment fund that, in           | ** ̈** | 
| |  |      | Ontario, distributes its securities only to persons or             |       | 
| |  |      | companies that are accredited investors;                           |       | 
| |  |      |                                                                    |       | 
| |  | (w)  | a mutual fund or non-redeemable investment fund that, in           | ** ̈** | 
| |  |      | Ontario, distributes its securities under a prospectus for         |       | 
| |  |      | which a receipt has been granted by the Director;                  |       | 
| |  |      |                                                                    |       | 
| |  | (x)  | a managed account if it is acquiring a security that is not a      | ** ̈** | 
| |  |      | security of a mutual fund or non-redeemable investment             |       | 
| |  |      | fund;                                                              |       | 
| |  |      |                                                                    |       | 
| |  | (y)  | an account that is fully managed by a trust corporation            | ** ̈** | 
| |  |      | registered under the Loan and Trust Corporations Act;              |       | 
| |  |      |                                                                    |       | 
| |  | (z)  | an entity organized outside of Canada that is analogous to         | ** ̈** | 
| |  |      | any of the entities referred to in paragraphs (a) through (g)      |       | 
| |  |      | and paragraph (k) in form and function; or                         |       | 
| |  |      |                                                                    |       | 
| |  | (aa) | a person or company in respect of which all of the owners of       | ** ̈** | 
| |  |      | interests, direct or indirect, legal or beneficial, are persons or |       | 
| |  |      | companies that are accredited investors.                           |       | 

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- 4 -

| | For the purposes hereof,
        the following definitions are included for convenience:
| | ----------------------------------------------------------------------------------------
| |                                                                                         
| | (a)                                                                                     
| |                                                                                         
| | (b)                                                                                     
| |                                                                                         
| | (c)                                                                                     
| |                                                                                         
| | (d)                                                                                     
| |                                                                                         
| | (e)                                                                                     
| |                                                                                         
| | (f)                                                                                     
| |                                                                                         
| |                                                                                         
| |                                                                                         
| |                                                                                         
| |                                                                                         
| |                                                                                         
| |                                                                                         
| | (g)                                                                                     
| |                                                                                         
| | (h)                                                                                     
| |                                                                                         
| |                                                                                         
| |                                                                                         
| |                                                                                         

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- 5 -

| | (i) | related liabilities means
        liabilities incurred or assumed for the purpose of financing the acquisition
        or ownership of financial assets and liabilities that are secured by financial
        assets;                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                        
| | (j) | spouse, in relation to an
        individual, means another individual to whom that individual is married,
        or another individual of the opposite sex or the same sex with whom that
        individual is living in a conjugal relationship outside marriage.

In Ontario Securities Commission Rule 45-501 a person or company
  is considered to be an affiliated entity of another person or company if one
  is a subsidiary entity of the other, or if both are subsidiary entities of the
  same person or company, or if each of them is controlled by the same person
  or company.

In Ontario Securities Commission Rule 45-501 a person or company
  is considered to be controlled by a person or company if,

|                                                                                                                                                      | (a) | in the case of a person
        or company,                                                                                                                                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                      |     |                                                                                                                                                                                                                               
|                                                                                                                                                      |     | (i)                                                                                                                                                                                                                           
|                                                                                                                                                      |     |                                                                                                                                                                                                                               
|                                                                                                                                                      |     | (ii)                                                                                                                                                                                                                          
|                                                                                                                                                      |     |                                                                                                                                                                                                                               
|                                                                                                                                                      | (b) | in the case of a partnership
        that does not have directors, other than a limited partnership, the second-mentioned
        person or company holds more than 50 percent of the interests in the partnership;
        or
|                                                                                                                                                      |     |                                                                                                                                                                                                                               
|                                                                                                                                                      | (c) | in the case of a limited
        partnership, the general partner is the second-mentioned person or company.                                                                                                                  
|                                                                                                                                                      |     |                                                                                                                                                                                                                               
|In Ontario Securities Commission Rule 45-501
      a person or company is considered to be a subsidiary entity of another person
      or company if:
|                                                                                                                                                      |     |                                                                                                                                                                                                                               
|                                                                                                                                                      | (a) | it is controlled by,                                                                                                                                                                                                          
|                                                                                                                                                      |     |                                                                                                                                                                                                                               
|                                                                                                                                                      |     | (i)                                                                                                                                                                                                                           
|                                                                                                                                                      |     |                                                                                                                                                                                                                               
|                                                                                                                                                      |     | (ii)                                                                                                                                                                                                                          
|                                                                                                                                                      |     |                                                                                                                                                                                                                               
|                                                                                                                                                      |     | (iii)                                                                                                                                                                                                                         
|                                                                                                                                                      |     |                                                                                                                                                                                                                               
|                                                                                                                                                      | (b) | it is a subsidiary entity
        of a person or company that is the others subsidiary entity.                                                                                                                               

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- 6 -

The foregoing representations and warranties are true and accurate as of the
  date of this certificate and will be true and accurate as of Closing. If any
  such representations and warranties shall not be true and accurate prior to
  Closing, the Subscriber shall give immediate written notice of such fact to
  the Company.

|Dated:_______________________________ |  | Signed: :_______________________________
|------------------------------------- |  | ----------------------------------------
|                                      |  |                                         
|                                      |  |                                         
|                                      |  |                                         
|Witness (If Purchaser is an           |  | Print the name of Purchaser             
|Individual)                           |  |                                         
|                                      |  |                                         
|                                      |  |                                         
|                                      |  |                                         
|Print Name of Witness                 |  | If Purchaser is a Corporation,          
|                                      |  | print name and title of                 
|                                      |  | Authorized Signing Officer              

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- 7 -

SCHEDULED

ACCREDITED INVESTOR CERTIFICATE (FOR ALBERTA AND BRITISH COLUMBIA PURCHASERS ONLY)

TO:           KIRKLAND
  LAKE GOLD INC.

In connection with the proposed purchase of securities (the
  "Securities") of KIRKLAND LAKE GOLD INC. (the "Company"), the undersigned represents
  and warrants that the undersigned is resident in either of the Province of Alberta
  or British Columbia and certifies that the undersigned is an "Accredited Investor"
  as defined under the Multilateral Instrument 45-103, Capital Raising Exemptions,
  by virtue of the fact that the Subscriber is one of the following and has so
  indicated by initialling the applicable paragraph:

| | _____ | (i)    | a Canadian financial institution (as
        defined under National Instrument 14-101), or an authorized foreign bank
        listed in Schedule III of the Bank Act(Canada);                                                                                                          
| | ----- | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |        |                                                                                                                                                                                                                                                                                        
| | _____ | (ii)   | the Business Development Bank incorporated
        under the BusinessDevelopment Bank of Canada Act(Canada);                                                                                                                                                                           
| |       |        |                                                                                                                                                                                                                                                                                        
| | _____ | (iii)  | an association under the Cooperative
        Credit Associations Act(Canada) located in Canada;                                                                                                                                                                                        
| |       |        |                                                                                                                                                                                                                                                                                        
| | _____ | (iv)   | a subsidiary of any person or company
        referred to in paragraphs (i), (ii) or (iii), where the person or company
        owns all of the voting shares of the subsidiary, except voting securities
        required by law to be owned by directors of that subsidiary;         
| |       |        |                                                                                                                                                                                                                                                                                        
| | _____ | (v)    | a person or company registered under
        the securities legislation of British Columbia or Alberta or securities
        legislation in another jurisdiction as an adviser or dealer, other than
        a limited market dealer registered under the Securities Act(Ontario);     
| |       |        |                                                                                                                                                                                                                                                                                        
| | _____ | (vi)   | an individual registered or formerly
        registered under the securities legislation of British Columbia or Alberta
        or under the securities legislation of another jurisdiction of Canada,
        as a representative of a person or company referred to in paragraph (v);
| |       |        |                                                                                                                                                                                                                                                                                        
| | _____ | (vii)  | the government of Canada or a province,
        or any crown corporation, or agency of the government of Canada or a province;                                                                                                                                                         
| |       |        |                                                                                                                                                                                                                                                                                        
| | _____ | (viii) | any municipality, public board or commission
        in Canada;                                                                                                                                                                                                                        
| |       |        |                                                                                                                                                                                                                                                                                        
| | _____ | (ix)   | any national, federal, state, provincial,
        territorial or municipal government of or in any foreign jurisdiction,
        or any agency of that government;                                                                                                                     

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- 8 -

| | _____ | (x)    | a pension fund that is regulated by either the Office
        of the Superintendent of Financial Institutions (Canada) or a provincial
        pension commission or similar regulatory authority;                                                                                                                                                        
| | ----- | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |        |                                                                                                                                                                                                                                                                                                                                                           
| | _____ | (xi)   | a registered charity under the Income Tax Act(Canada);                                                                                                                                                                                                                                                                                                    
| |       |        |                                                                                                                                                                                                                                                                                                                                                           
| | _____ | (xii)  | an individual who, either alone or jointly with a
        spouse, beneficially owns, directly or indirectly, financial assets having
        an aggregate realizable value that before taxes, but net of any related
        liabilities, exceeds $1,000,000;                                                                                             
| |       |        |                                                                                                                                                                                                                                                                                                                                                           
| | _____ | (xiii) | an individual whose net income before taxes exceeded
        $200,000 in each of the two most recent years or whose net income before
        taxes combined with that of a spouse exceeded $300,000 in each of the
        two most recent years and who, in either case, reasonably expects to exceed
        that net income level in the current year;
| |       |        |                                                                                                                                                                                                                                                                                                                                                           
| | _____ | (xiv)  | a corporation, limited partnership, limited liability
        partnership, trust or estate, other than a mutual fund or non-redeemable
        investment fund, that had net assets of at least $5,000,000 as shown on
        its most recently prepared financial statements;                                                                           
| |       |        |                                                                                                                                                                                                                                                                                                                                                           
| | _____ | (xv)   | a mutual fund or non-redeemable investment fund that,
        in Alberta or British Columbia, as applicable, distributes its securities
        only to persons or companies that are Accredited Investors;                                                                                                                                             
| |       |        |                                                                                                                                                                                                                                                                                                                                                           
| | _____ | (xvi)  | a mutual fund or non-redeemable investment fund that,
        in Alberta or British Columbia, as applicable, distributes its securities
        under a prospectus for which a receipt has been granted by the securities
        commission in Alberta or British Columbia, as applicable;                                                               
| |       |        |                                                                                                                                                                                                                                                                                                                                                           
| | _____ | (xvii) | an entity organized outside of Canada in a foreign
        jurisdiction that is analogous to any of the entities referred to in paragraphs
        (i) through (v) and paragraph (x) in form and function; or                                                                                                                                             
| |       |        |                                                                                                                                                                                                                                                                                                                                                           
| | _____ | (xix)  | a person or company in respect of which all of the
        owners of interests, direct or indirect, legal or beneficial, are persons
        or companies that are Accredited Investors.                                                                                                                                                                  

For the purposes hereof, the following definitions are included for convenience:

---

|1.                                                                              | company means
        any corporation, incorporated association, incorporated syndicate or other
        incorporated organization.                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|2.                                                                              | entity means
        a company, syndicate, partnership, trust or unincorporated organization.                                                                                                                                                                                                                                                                               
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|3.                                                                              | financial assets
        means cash and securities.                                                                                                                                                                                                                                                                                                                         
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|4.                                                                              | mutual fund
        includes an issuer of securities that entitle the holder to receive on
        demand, or within a specified period after demand, an amount computed
        by reference to the value of a proportionate interest in the whole or
        in a part of the net assets, including a separate fund or trust account,
        of the issuer of securities.
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|5.                                                                              | non-redeemable investment
        fund means an issuer:                                                                                                                                                                                                                                                                                                                     
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                | (i)                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|6.                                                                              | person means
        an individual, partnership, unincorporated association, unincorporated
        syndicate, unincorporated organization, trust, trustee, executor, administrator
        or other legal representative.                                                                                                                                                  
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|7.                                                                              | related liabilities
        means liabilities incurred or assumed for the purpose of financing the
        acquisition or ownership of financial assets and liabilities that are
        secured by financial assets.                                                                                                                                                       
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|8.                                                                              | spouse means,
        in relation to an individual, another individual to whom that individual
        is married, or another individual of the opposite sex or the same sex
        with whom that individual is living in a conjugal relationship outside
        marriage.                                                                                               
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|In Multilateral Instrument 45-103 a person or
      company is considered to be
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|                                                                               | an affiliated entity
        of another person or company if one is a subsidiary entity of the other,
        or if both are subsidiary entities of the same person or company, or if
        each of them is controlled by the same person or company.                                                                                                                     
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|                                                                               | controlled by
        a person or company if,                                                                                                                                                                                                                                                                                                                               
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                | (a)                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                               

---

- 2 -

|  |                                                              |                                                                                                                                                                                                                         | and                                                                                                                                                           
|- | ------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                              |                                                                                                                                                                                                                         |                                                                                                                                                               
|  |                                                              | (ii)                                                                                                                                                                                                                    | the votes carried by the securities
        are entitled, if exercised, to elect a majority of the directors of the
        first-mentioned person or company;
|  |                                                              |                                                                                                                                                                                                                        
|  | (b)                                                          | in the case of a partnership
        that does not have directors, other than a limited partnership, the second-mentioned
        person or company holds more than 50% of the interests in the partnership;
        or
|  |                                                              |                                                                                                                                                                                                                        
|  | (c)                                                          | in the case of a limited
        partnership, the general partner is the second-mentioned person or company.                                                                                                           
|  |                                                             
| | a subsidiary entity of another person
      or company if:
|  |                                                              |                                                                                                                                                                                                                        
|  | (a)                                                          | it is controlled by,                                                                                                                                                                                                   
|  |                                                              |                                                                                                                                                                                                                         |                                                                                                                                                               
|  |                                                              | (i)                                                                                                                                                                                                                     | that other, or                                                                                                                                                
|  |                                                              |                                                                                                                                                                                                                         |                                                                                                                                                               
|  |                                                              | (ii)                                                                                                                                                                                                                    | that other and one or more persons or
        companies each of which is controlled by that other, or                                                         
|  |                                                              |                                                                                                                                                                                                                         |                                                                                                                                                               
|  |                                                              | (iii)                                                                                                                                                                                                                   | two or more persons or companies, each
        of which is controlled by that, or                                                                             
|  |                                                              |                                                                                                                                                                                                                        
|  | (b)                                                          | it is a subsidiary entity
        of a person or company that is the others subsidiary entity.                                                                                                                        

The foregoing representations and warranties are true and
  accurate as of the date of this certificate and will be true and accurate as
  of Closing. If any such representations and warranties shall not be true and
  accurate prior to Closing, the undersigned shall give immediate written notice
  of such fact to the Company.



|Dated:_______________________________ |  | Signed: :_______________________________
|------------------------------------- |  | ----------------------------------------
|                                      |  |                                         
|                                      |  |                                         
|                                      |  |                                         
|Witness (If Purchaser is an           |  | Print the name of Purchaser             
|Individual)                           |  |                                         
|                                      |  |                                         
|                                      |  |                                         
|                                      |  |                                         
|Print Name of Witness                 |  | If Purchaser is a Corporation,          
|                                      |  | print name and title of                 
|                                      |  | Authorized Signing Officer              

---