---

The securities to which this agreement relate have not
  been registered under the United StatesSecurities Act of 1933,as
  amended, or any state securities laws, and such securities may not be offered
  or resold in the United States of America or to U.S. Persons (as defined herein)
  without registration under such Act and any applicable state securities laws,
  unless an exemption from registration is available.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO:          KIRKLAND LAKE
  GOLD INC. (the Company)

Re:   Purchase of securities of the Company

Details of Subscription:The undersigned (the Subscriber)
  hereby irrevocably subscribes for and agrees to purchase from the Company, on
  the terms and conditions set forth herein and in the attached schedules, that
  number of units of the Company (Units) set out below at a price
  of CDN$ 2.60 per unit. Each Unit shall consist of one common share of the Company
  (a Share) and one-half of one non-transferable share purchase warrant
  (each whole warrant being a Warrant). Each Warrant shall entitle
  the Subscriber to purchase one Share for a period of two years at a price of
  CDN$ 3.00 per Share. These securities form part of a larger private placement
  (the Private Placement) of an aggregate of up to 3,269,230 Units.

|Number of Units to be purchased: | __________________________________    Units | 
|-------------------------------- | ------------------------------------------- | 
|                                 |                                             | 
|                                 |                                             | 
|Total Subscription Price:        | CDN$ __________________________________     | 
|(CDN$ 2.60 per Unit)             |                                             | 
|Name of Subscriber:              |                                             | 
|                                 |                                             | 
|Address:                         |                                             | 
|                                 | (Street Address)                            | 
|                                 |                                             | 
|                                 |                                             | 
|                                 | (City and Province or State)                | 
|                                 |                                             | 
|                                 |                                             | 
|                                 | (Country and Postal or Zip Code)            | 
|                                 |                                             | 
|                                 |                                             | 
|                                 | (Telephone Number)                          | 
|                                 |                                             | 
|                                 |                                             | 
|                                 | (e-mail Address)                            | 

|Other securities of the Company(insert the number or |  |  | shares         
|---------------------------------------------------- |  |  | ---------------
|a zero on each line)owned by Subscriber:             |  |  |                
|                                                     |  |  | warrants       
|(this information is required by the Exchange)       |  |  |                
|                                                     |  |  | options        
|                                                     |  |  |                
|                                                     |  |  | other (specify)

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-2-

|Alternate Registration Instructions:If the certificate(s) representing the securities are to be registered
      in other than the name of the Subscriber.Name: ___________________________________________Address: _________________________________________                   (Street
      Address)                   _________________________________________                   _________________________________________
                         (City
      and Province / State)                   _________________________________________
                         (Country
      and Postal / Zip Code) | Delivery Instructions:If the certificate(s) representing the securities are to be delivered
      to someone other than the Subscriber.Name: __________________________________________Contact Name: ____________________________________Telephone No.: ____________________________________Address: _________________________________________                   (Street
      Address)                   _________________________________________                   _________________________________________
                         (City
      and Province / State)
                        _________________________________________                  
                         (Country
      and Postal / Zip Code)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF the Subscriber has executed, or
  caused its duly authorized representative to execute, this agreement as of the
  ______ day of ______________________ , 2003.

|                                           |  |                                                      
|------------------------------------------ |  | -----------------------------------------------------
|Signature of Subscriber (if an individual) |  | Name of Subscriber (if not an individual)            
|                                           |  |                                                      
|                                           |  | Per: ________________________________________________
|Name of Subscriber (if an individual)      |  | (signature
      of authorized representative)       
|                                           |  |                                                      
|                                           |  |                                                      
|                                           |  | Name and Title of Authorized Representative          

Subscribers must also complete and sign

- Schedule I (TSX Private Placement Questionnaire and
      Letter of Undertaking)
- Schedule II (Foreign Portfolio Manager Additional
      Certification), if the Subscriber is a non-Canadian portfolio manager
- Schedule III (Confirmation by US Subscribers), if
      the Subscriber is resident in, or otherwise subject to the securities laws
      of, the United States

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-3-

- Schedule IV (BC Accredited Investor Confirmation),
      if the Subscriber is a domestic or foreign portfolio manager qualifying
      as an accredited investor resident in British Columbia

**ACCEPTANCE**

The foregoing is accepted and agreed to as of the __________ day
  of ______________________, 2003.

KIRKLAND LAKE GOLD INC.  Per: ______________________________________
           Authorized Signatory


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SCHEDULE I

PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING

To be completed by each proposed private placement purchaser of listed securities or securities which are convertible into listed securities.

QUESTIONNAIRE

|1. | DESCRIPTION OF TRANSACTION
|-- | --------------------------
|   |                           
|   | (a)                       
|   |                           
|   |                           
|   |                           
|   | (b)                       
|   |                           
|   |                           
|  
|   |                           
|   | (c)                       
|   |                           
|   |                           
|   |                           
|2. | DETAILS OF PURCHASER      
|   |                           
|   | (a)                       
|   |                           
|   |                           
|   |                           
|   | (b)                       
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           

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I - 2

|   | (c)                                                                                                                                                                                                                                                                            | Names and addresses of persons having
        a greater than 10% beneficial interest in the purchaser:                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|3. | RELATIONSHIP TO ISSUER                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   | (a)                                                                                                                                                                                                                                                                            | Is the purchaser (or any person named
        in response to 2(c) above) an insider ofthe Issuer for the purposes
        of theSecurities Act(Ontario) (before giving effectto this private placement)? If so, state the capacity in which
        the purchaser (or person named in response to 2(c)) qualifies as an insider:
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   | (b)                                                                                                                                                                                                                                                                            | If the answer to (a) is no,
        are the purchaser and the issuer controlled by the same person or company?
        If so, give details:                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|4. | DEALINGS OF
        PURCHASER IN SECURITIES OF THE ISSUER                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 
|   | Give details
        of all trading by the purchaser, as principal, in the securities of the
        Issuer(other than debt securities which are not convertible into
        equity securities), directly orindirectly, within the 60 days
        preceding the date hereof:
|   |                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                               

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I - 3

UNDERTAKING

TO:         TORONTO STOCK EXCHANGE

The undersigned has subscribed for and agreed to purchase,
  as principal, the securities described in Item 1 of this Private Placement Questionnaire
  and Undertaking.

The undersigned undertakes not to sell or otherwise dispose
  of any of the said securities so purchased or any securities derived therefrom
  for a period of four months from the date of closing of the transaction herein
  or for such period as is prescribed by applicable securities legislation, whichever
  is longer, without the prior consent of the Toronto Stock Exchange and any other
  regulatory body having jurisdiction.

|DATEDat _________________________________  this |  |                                             
|----------------------------------------------- |  | --------------------------------------------
|                                                |  | Name of Purchaser - please print            
|day of ______________, 2003                     |  |                                             
|                                                |  |                                             
|                                                |  | Authorized Signature                        
|                                                |  |                                             
|                                                |  |                                             
|                                                |  | Official Capacity - please print            
|                                                |  |                                             
|                                                |  |                                             
|                                                |  | Please print here the name of the individual
|                                                |  | whose signature appears above, if different 
|                                                |  | from name of purchaser printed above.       

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SCHEDULE II

CERTIFICATION BY FOREIGN PORTFOLIO MANAGER

The undersigned is purchasing securities of Kirkland Lake Gold Inc. (the Issuer).

The undersigned hereby certifies that:

| | (a) | it is purchasing securities of the Issuer
        on behalf of managed accounts for which it is making the investment decision
        to purchase these securities and has full discretion to purchase or sell
        securities for such accounts without requiring the clients express
        consent to a transaction;    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (b) | it carries on the business of managing
        the investment portfolios of clients through discretionary authority granted
        by those clients (a portfolio manager business) in [insert
        name of jurisdiction], and it is permitted by law to carry on a portfolio
        manager business in that jurisdiction;
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (c) | it was not created solely or primarily
        for the purpose of purchasing securities of the Issuer;                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (d) | the total asset value of the investment
        portfolios it manages on behalf of clients is not less than CDN$ 20,000,000;
        and                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (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 ...........................................................          | Chairman and Director                          
| |  | --------------------------------------------------------------------------------------- | -----------------------------------------------
| |  | Brian A. Hinchcliffe ............................................................       | President, Chief Executive Officer and Director
| |  | Sandra Lee ............................................................................ | Secretary                                      
| |  | A. Murray Sinclair ...............................................................      | Director                                       
| |  | Brian E. Bayley .....................................................................   | Director                                       
| |  | S. Paul Kostuik .....................................................................   | Director                                       
| |  | W. Warren Holmes ..............................................................         | Director                                       
| |  | DSK Consulting Ltd. (Scott Koyich).................................                     | Investor Relations                             

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II - 2

| |  | 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)                      

The undersigned acknowledges that it is bound by the provisions
  of the Securities Act (British Columbia) including, without limitation,
  Sections 87 and 111 concerning the filing of insider reports and reports of
  acquisitions.

|DATEDat _________________________________  this |  |                                             
|----------------------------------------------- |  | --------------------------------------------
|                                                |  | Name of Purchaser - please print            
|day of ______________, 2003                     |  |                                             
|                                                |  |                                             
|                                                |  | Authorized Signature                        
|                                                |  |                                             
|                                                |  |                                             
|                                                |  | Official Capacity - please print            
|                                                |  |                                             
|                                                |  |                                             
|                                                |  | Please print here the name of the individual
|                                                |  | whose signature appears above, if different 
|                                                |  | from name of purchaser printed above.       

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SCHEDULE III

CONFIRMATION BY US SUBSCRIBERS 
  (For Subscribers resident in the United States of America
  or otherwise subject to the Securities Laws of the United States)

The Subscriber hereby represents and warrants to the Company that the Subscriber:

(initial as appropriate)

|_________ | was not offered the Units
        and did not execute this Agreement in the United States of America (a
        Reg S Subscriber);                                                                                                                                                                                            
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |                                                                                                                                                                                                                                                                                                                                 
|- or -    |                                                                                                                                                                                                                                                                                                                                 
|          |                                                                                                                                                                                                                                                                                                                                 
|_________ | was offered the Units or executed
        this Agreement in the United States of America and is an Accredited Investor,
        as defined in Rule 501(a) of Regulation D of the Securities Act of
        1933 (United States), (a Rule 506 Subscriber) by virtue ofsatisfying one or more of the categories indicated below:
|          |                                                                                                                                                                                                                                                                                                                                 
|          | (initial as appropriate)                                                                                                                                                                                                                                                                                                        
|          |                                                                                                                                                                                                                                                                                                                                 
|          | _________                                                                                                                                                                                                                                                                                                                       
|          |                                                                                                                                                                                                                                                                                                                                 
|          | _________                                                                                                                                                                                                                                                                                                                       
|          |                                                                                                                                                                                                                                                                                                                                 
|          | _________                                                                                                                                                                                                                                                                                                                       
|          |                                                                                                                                                                                                                                                                                                                                 
|          | _________                                                                                                                                                                                                                                                                                                                       

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III - 2

| | _________ | (e) | An investment company registered under
        the InvestmentCorporation Act of 1940(United States) or
        a business development company as defined in section 2(a)(48) of that
        Act
| | --------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |           |     |                                                                                                                                                                                                 
| | _________ | (f) | Small Business Investment Corporation
        licensed by the U.S. Small Business Administration under section 301(c)
        or (d) of the Small Business Investment Act of 1958(United States)
| |           |     |                                                                                                                                                                                                 
| | _________ | (g) | A private business development company
        as defined in section 202(a)(22) of the Investment Advisors Acts of
        1940 (United States)                                                 
| |           |     |                                                                                                                                                                                                 
| | _________ | (h) | An entity in which all of the equity
        owners satisfy the requirements of one or more of the foregoing categories                                                                         

DATEDat _________________________________  on _________________________________



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

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SCHEDULE IV

ACCREDITED INVESTOR CONFIRMATION

(For domestic or foreign portfolio managers qualifying as accredited investors in British Columbia)

The Subscriber represents and warrants to the Company that the Subscriber has read the following definition of an accredited investor from Multilateral Instrument 45-103 Capital Raising Exemptions and certifies that the Subscriber
is an accredited investor by virtue of falling into one or more of the categories indicated below:

(initial as appropriate)

|_________ | (a) | a Canadian financial institution, or
        an authorized foreign bank listed in Schedule III of the Bank Act(Canada);                                                                                                                                                        
|--------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |     |                                                                                                                                                                                                                                                                                
|_________ | (b) | the Business Development Bank of Canada
        incorporated under the Business Development Bank of Canada Act(Canada);                                                                                                                                                        
|          |     |                                                                                                                                                                                                                                                                                
|_________ | (c) | an association under the Cooperative
        Credit Associations Act(Canada) located in Canada or a central cooperative
        credit society for which an order has been made under subsection 473(1)
        of that Act;                                                   
|          |     |                                                                                                                                                                                                                                                                                
|_________ | (d) | a subsidiary of any person or company
        referred to in paragraphs (a) to (c), if the person or company owns all
        of the voting securities of the subsidiary, except the voting securities
        required by law to be owned by directors of that subsidiary;    
|          |     |                                                                                                                                                                                                                                                                                
|_________ | (e) | a person or company registered under
        the securities legislation of a jurisdiction of Canada, as an adviser
        or dealer, other than a limited market dealer registered under the Securities
        Act(Ontario)or the Securities Act (Newfoundland and Labrador);
|          |     |                                                                                                                                                                                                                                                                                
|_________ | (f) | an individual registered or formerly
        registered under the securities legislation of a jurisdiction of Canada,
        as a representative of a person or company referred to in paragraph (e);                                                                         
|          |     |                                                                                                                                                                                                                                                                                
|_________ | (g) | the government of Canada or a jurisdiction
        of Canada, or any crown corporation, agency or wholly-owned entity of
        the government of Canada or a jurisdiction of Canada;                                                                                         
|          |     |                                                                                                                                                                                                                                                                                
|_________ | (h) | a municipality, public board or commission
        in Canada;                                                                                                                                                                                                                  
|          |     |                                                                                                                                                                                                                                                                                
|_________ | (i) | any national, federal, state, provincial,
        territorial or municipal government of or in any foreign jurisdiction,
        or any agency of that government;                                                                                                             
|          |     |                                                                                                                                                                                                                                                                                
|_________ | (j) | a pension fund that is regulated by
        either the Office of the Superintendent of Financial Institutions (Canada)
        or a pension commission or similar regulatory authority of a jurisdiction
        of Canada;                                                    

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IV - 2

|_________ | (k) | 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 CDN$1,000,000;                                                                                                                                                                                          
|--------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|_________ | (l) | an individual whose net
        income before taxes exceeded CDN$ 200,000 in each of the two most recent
        years or whose net income before taxes combined with that of a spouse
        exceeded CDN$ 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;                                                                                
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|_________ | (m) | a person or company, other
        than a mutual fund or non-redeemable investment fund, that, either alone,
        or with a spouse, had net assets of at least CDN$ 5,000,000, and unless
        the person or company is an individual, that amount is shown on its most
        recently prepared financial statements;                                                                                                                             
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|_________ | (n) | a mutual fund or non-redeemable
        investment fund that, in the local jurisdiction, distributes its securities
        only to persons or companies that are accredited investors;                                                                                                                                                                                                                                                                   
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|_________ | (o) | a mutual fund or non-redeemable
        investment fund that, in the local jurisdiction, is distributing or has
        distributed its securities under one or more prospectuses for which the
        regulator has issued a receipts;                                                                                                                                                                                                                  
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|_________ | (p) | a trust company or trust
        corporation registered or authorized to carry on business under the Trust
        andLoan Companies Act(Canada) or under comparable legislation
        in a jurisdiction of Canada or a foreign jurisdiction, trading as a trustee
        or agent on behalf of a fully managed account;                                                                                                                               
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|_________ | (q) | a person or company trading
        as agent on behalf of a fully managed account if that person or company
        is registered or authorized to carry on business under the securities
        legislation of a jurisdiction of Canada or a foreign jurisdiction as a
        portfolio manager or under an equivalent category of adviser or is exempt
        from registration as a portfolio manager or the equivalent category of
        adviser,
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|_________ | (r) | a registered charity under
        the Income Tax Act(Canada)that, in regard to the trade, has obtained
        advice from an eligibility adviser or other adviser registered to provide
        advice on the securities being traded;                                                                                                                                                                                                                  
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|_________ | (s) | an entity organized in
        a foreign jurisdiction that is analogous to any of the entities referred
        to in paragraphs (a) through (e) and paragraph (j) in form and function;
        or                                                                                                                                                                                                                                                       
|          |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|_________ | (t) | a person or company in
        respect of which all of the owners of interests, direct or indirect, legal
        or beneficial, except the voting securities required by law to be owned
        by directors, are persons or companies that are accredited investors.                                                                                                                                                                                   

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IV - 3

The foregoing representations and warranties are true an 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.

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

|(a) | company means
        any corporation, incorporated association, incorporated syndicate or other
        incorporated organization.                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                               
|(b) | entity means
        a company, syndicate, partnership, trust or unincorporated organization.                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                               
|(c) | financial assets
        means cash and securities.                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                               
|(d) | fully managed accountmeans an account for which a person or company makes the investment
        decisions if that person or company has full discretion to trade in securities
        for the account without requiring the clients express consent to
        a transaction;                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                               
|(e) | 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.
|    |                                                                                                                                                                                                                                                                                                                                                                               
|(f) | non-redeemable investment
        fund means an issuer:                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                               
|    | (i)                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                               
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                               
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                               
|(g) | person means
        an individual, partnership, unincorporated association, unincorporated
        syndicate, unincorporated organization, trust, trustee, executor, administrator
        or other legal representative.                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                               
|(h) | 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.                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                               
|(i) | 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.                                                                                               

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IV - 4

|In Multilateral Instrument 45-103 a person or
      company is considered to be
|-------------------------------------------------------------------------------
|                                                                               
|                                                                              
|                                                                               
|                                                                              
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                              
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               

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IV - 5

| | (b) | it is a subsidiary entity of a person or company that is the others
      subsidiary entity.
| | --- | ---------------------------------------------------------------------------------------------



DATEDat _________________________________  on _________________________________



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

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SCHEDULE V

TERMS & CONDITIONS

1.         Description
  of Securities

The securities subscribed for hereunder shall be units (Units),
  each Unit consisting of one common share in the capital of the Company (collectively
  the Shares) and one-half of one non-transferable common share purchase
  warrant (each whole warrant being a Warrant and collectively the
  Warrants). Each Warrant shall entitle the holder thereof to purchase
  one common share in the capital of the Company (collectively the Warrant
  Shares), as presently constituted, during the period and for the price
  described on the first page of this agreement. The foregoing description of
  the Warrants is a summary only and is subject to the detailed provisions of
  the certificates representing the Warrants. The Units, Shares, Warrants and
  Warrant Shares are herein collectively referred to as the Securities.

The Securities will be subject to concurrent restricted
  resale (hold) periods imposed by Multilateral Instrument 45-102Resale
  of Securitiesof the Canadian Securities Administrators (the Resale
  Instrument) and the policies of the Toronto Stock Exchange (the Exchange)
  during which they may be resold only in compliance with the Resale Instrument
  and the Exchanges policies. Such restricted resale periods will generally
  expire on the four month anniversary of the Closing Date (as defined in paragraph
  4). Subscribers are advised to consult their own legal advisers in connection
  with any applicable resale restrictions.

2.         Payment
  of Subscription Price

The total Subscription Price set out on the first page of
  this Private Placement Subscription Agreement (the Agreement) must
  be paid by money order, certified cheque or bank draft payable to the Company
  or to the Companys legal counsel, ONeill & Company, on or before
  the Closing Date. Such Subscription Price shall be allocated to the Shares and
  Warrants on the basis of CDN$ 0.01 to the Warrants and the balance to the Shares.

Pending the Closing (as defined below), the Subscription Funds
  may be used by the Company for its corporate purposes. Any interest income from
  the Subscription Funds shall be for the account of the Company. Should the Closing
  not occur by August 29, 2003, the payment of the Subscription Funds to the Company
  shall become a demand loan repayable without interest.

3.         Documents
  Required

The Subscriber must complete, sign and deliver to the Companys
  legal counsel, ONeill & Company, an executed copy of this Agreement
  together with the following Schedules to this Agreement:

| | (a) | Schedule I, a Private Placement Questionnaire
        and Undertaking required by the Exchange;                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                   
| | (b) | Schedule II, a Certification by Foreign
        Portfolio Manager required by the British Columbia Securities Commission
        (the Commission) if the Subscriber is a non-Canadian portfolio
        manager;

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V - 2

| | (c) | Schedule III, a Confirmation by US Subscribers,
        if the Subscriber is resident in or otherwise subject to the securities
        laws of the United States; and                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                    
| | (d) | Schedule IV, a BC Accredited Investor
        Confirmation, if the Subscriber is a domestic or foreign portfolio manager
        qualifying as an accredited investor resident in British Columbia.

The Subscriber shall complete, sign and deliver to the Companys
  legal counsel, ONeill & Company, as soon as possible such further
  documents, questionnaires, notices and undertakings as may be required by regulatory
  authorities, stock exchanges and applicable law (collectively with the foregoing
  documents the Transaction Documents and, in respect of the Company,
  also includes the certificates representing the Shares and Warrants). The Company
  will file with the Exchange the Private Placement Questionnaires and Undertakings
  of Subscribers whose subscriptions are accepted.

4.         Closing

|(a) | Delivery and payment for the Units (the
        Closing) will be completed at the offices of:
      ONeill & Company 
        Barristers & Solicitors 
        Suite 1880, Royal Centre 
        1055 West Georgia Street
        Vancouver, British Columbia 
        V6E 3P3
      at 10:00 a.m. (Vancouver time) on the second business
        day (the Closing Date) after the later of the date the Exchange
        has given its approval to the Private Placement and the receipt of the
        last signed Agreement but no later than August 15, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | At Closing, the Company shall deliver or cause to be delivered
      to the Subscriber the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | (i)   | certificates representing the Shares
        and Warrants;                                                                                                                                                                                                                                                                                                                                 
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                            
| | (ii)  | each of the other Transaction Documents
        duly executed by the Company;                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                            
| | (iii) | a certificate executed by the chief
        executive officer or the chief financial officer of the Company, dated
        the Closing Date, in form and substance reasonably satisfactory to the
        Subscriber, to the effect set forth in Subsection 4(d)(i) below and as
        to such other matters as may be reasonably requested by the Subscriber
        or its counsel; and
| |       |                                                                                                                                                                                                                                                                                                                                                                                            
| | (iv)  | such other documents relating to the
        transactions contemplated by this Agreement as the Subscriber or its counsel
        may reasonably request.                                                                                                                                                                                                                                  

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V - 3

|   | (c)                                                                            | The Companys obligation
        to complete the purchase and sale of the Units shall be subject to the
        condition that the representations and warranties made by the Subscriber
        are accurate in all material respects and those undertakings of the Subscriber
        to be fulfilled before the Closing Date have been fulfilled in all material
        respects on or before Closing Date. This condition may be waived by the
        Company with respect to the Companys obligation.
|-- | ------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (d)                                                                            | The Subscribers obligation
        to accept delivery of the certificates representing the Shares and Warrants
        upon the Closing Date and to pay for the Shares evidenced by the certificates
        and the Warrants being purchased by the Subscriber shall be subject to
        the following conditions, any one or more of which may be waived by the
        Subscriber with respect to the Subscribers obligation:                                                                         
|   |                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Acknowledgements of
        Subscriber
      The Subscriber acknowledges that:
|   |                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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V - 4

| |  |     | decision is based entirely upon the
        Subscribers review of information which has been filed by the Company
        with the various Canadian securities commissions under applicable securities
        legislation and the Exchange (the Public Record), including
        the Companys most recent audited and unaudited financial statements
        (collectively the Financial Statements), and the Subscribers
        knowledge of the Companys affairs, and the Subscriber has had the
        opportunity to ask questions of the Company and its advisors regarding
        the Company and its business and financial condition and, as a result
        of all of the foregoing, the Subscriber believes that it has received
        all the information which it considers necessary for deciding whether
        to invest in the Units;
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | (c) | the Company is entitled to rely on the
        statements and answers of the Subscriber contained in the Transaction
        Documents and the Subscriber will hold the Company harmless from any loss
        or damage it may suffer as a result of the Subscribers failure to
        correctly complete the Transaction Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | (d) | it has (or others for whom it is contracting
        hereunder have) been advised to consult their own legal advisers with
        respect to applicable resale restrictions and it is (or others for whom
        it is contracting hereunder are) solely responsible (and the Company is
        not in any way responsible) for compliance with applicable resale restrictions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | (e) | this Agreement is not enforceable by
        the Subscriber unless it has been accepted by the Company, it has been
        entered into by the Subscriber for valuable consideration and may not
        be revoked or withdrawn by the Subscriber and it is not assignable by
        the Subscriber without the written consent of the Company which consent
        may be unreasonably withheld;                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | (f) | no securities commission or similar
        regulatory authority has reviewed or passed on the merits of the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | (g) | there is no government or other insurance
        covering the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | (h) | there are risks associated with the
        purchase of the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | (i) | there are restrictions on the Subscribers
        ability to resell the Securities and it is the responsibility of the Subscriber
        to find out what those restrictions are and to comply with them before
        selling the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | (j) | the Company has advised the Subscriber
        that the Company is relying on exemptions from the requirements to provide
        the Subscriber with a prospectus and to sell securities through a person
        registered to sell securities under the Securities Act(British
        Columbia) (together with the rules, policies, instruments and orders thereunder,
        the BC Act) and, as a consequence of acquiring securities
        pursuant to these exemptions, certain protections, rights and remedies
        provided by the BC Act, including statutory rights of rescission or damages,
        will not be available to the Subscriber; and                                                                                                                                                                                               
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | (k) | pursuant to the Resale Instrument, the
        Securities will be subject to restrictions on transfer for a period of
        four months and a concurrent period of four months pursuant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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V - 5

| |  |  | to the policies of the Exchange, in both cases from
        the Closing Date and thereafter the Securities may be subject to notice
        or other requirements under applicable securities legislation upon disposition.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.         Representations,
  Warranties and Covenants of the Subscriber

The Subscriber hereby represents, warrants and covenants to
  the Company (which representations, warranties and covenants shall survive Closing)
  that:

| | (a) | if the Subscriber is purchasing the Units as principal for its own
          account, the Subscriber is resident in:
        United States Subscribers
        the United States of America, or is otherwise subject to the securities
          laws thereof, and:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                    
| |     | (iii)                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                    
| |     | (iv)                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                    
| |     | (v)                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                    

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V - 6

| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Commission of the United States of America
        as is then in effect) and in compliance with applicable local laws and
        regulations; or                                                                                                                                                                                                                                                                                                                                                                 
| |  | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |        | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | made in a transaction that does not
        require registration under the 1933 Act or any applicable United States
        state securities laws and regulations governing the offer and sale of
        securities and the Subscriber has furnished to the Company, prior to such
        sale, an opinion of counsel of recognized standing reasonably satisfactory
        to the Company confirming the compliance of such sale with the 1933 Act
        and applicable United States state securities laws;
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | (vi)   | acknowledges and agrees
        the Securities will be restricted securities under the 1933
        Act inasmuch as they are being acquired from the Company in a transaction
        not involving a public offering and that under the Act and applicable
        regulations the Securities may be resold without registration under the
        1933 Act only in certain limited circumstances;                                                                                                                                                                                                                                                                                                     
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | (vii)  | understands and acknowledges that upon the issuance thereof, and unless
          and until such time as the same is no longer required under the applicable
          requirements of the 1933 Act or applicable United States state securities
          laws and regulations, the certificates representing any of the Shares
          and Warrant Shares (and all certificates issued in exchange therefor
          or in substitution thereof) shall bear, on the face of such certificates,
          the following legend:                                                                                                                                                                       
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |        | THE SECURITIES EVIDENCED
        BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
        ACT OF 1933, AS AMENDED, (THE 1933 ACT) OR ANY APPLICABLE
        STATE SECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
        OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN
        EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED
        STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR (B) AN
        AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.                                                                                                  
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | (viii) | understands and acknowledges that the Warrants may only be exercised
          in circumstances where there is an exemption from the registration requirements
          of the 1933 Act available and applicable state securities laws and upon
          the original issue of the Warrants each certificate representing the
          Warrants and all certificates issued in exchange therefor or in substitution
          or transfer thereof, shall bear the following legend:
        THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE OF
          THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
          ACT OF 1933, AS AMENDED (THE 1933 ACT) OR ANY

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V - 7

| |  |                                                      | APPLICABLE STATE SECURITIES LAWS. THESE
        WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON
        WITHIN THE UNITED STATES UNLESS REGISTERED UNDER THE 1933 ACT AND ANY
        APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
        IS AVAILABLE. AS USED HEREIN, THE TERMS UNITED STATES AND
        U.S. PERSON HAVE THE MEANINGS ASSIGNED TO THEM IN REGULATION
        S UNDER THE 1933 ACT.                                                                                                                         
| |  | ---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (ix)                                                 | consents to the Company making a notation
        on its records or giving instructions to any transfer agent of the Company
        in order to implement the restrictions on transfer set forth herein;                                                                                                                                                                                                                                                                                                                                                                                       
| |  |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (x)                                                  | acknowledges the Company has no obligation
        or present intention to file a registration statement under the 1933 Act
        in respect of the Securities and accordingly there are substantial restrictions
        on transferability of the Securities and it may not be possible to liquidate
        the Subscribers investment readily in case of any emergency;                                                                                                                                                                                                                  
| |  |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (xi)                                                 | acknowledges the Financial Statements
        have been prepared in accordance with Canadian generally accepted accounting
        principles, which differ in some respects from United States generally
        accepted accounting principles, and thus may not be comparable to financial
        statements of United States companies;                                                                                                                                                                                                                                                    
| |  |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (xii)                                                | the Subscriber will not engage in any
        directed selling efforts (as defined in Regulation S of the
        1933 Act) in the United States of America in respect of the resale of
        the Securities, which includes any activities undertaken for the purpose
        of, or that could reasonably be expected to have the effect of, conditioning
        the market in the United States for the resale of the Securities; and                                                                                                                                                   
| |  |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (xiii)                                               | the Subscriber has not subscribed for
        the Units as a result of any form of general solicitation
        or general advertising (as those terms are used in Regulation
        D under the 1933 Act), including advertisements, articles, notices or
        other communications published in any newspaper, magazine or similar media
        or broadcast over radio or television, or other form of telecommunications,
        including electronic display, or any seminar or meeting whose attendees
        have been invited by general solicitation or general advertising.
| |  |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | - or -                                              
| |  |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | Non-Canadian & Non-United
        States Subscribers
| |  |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | (xiv)                                                | a jurisdiction, other than Canada or
        the United States of America, as set out on the first page of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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V - 8

| | (b) | if the Subscriber is not purchasing the Units
      for its own account:                                                                                                                                                                                                                                                                                                           
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | unless the subscriber is
        a Reg S Subscriber or Rule 506 Subscriber, the subscriber is not a U.S.
        Person or a person in the United States and is not acquiring the Units
        for the account or benefit of a U.S. Person or a person in the United
        States. A U.S. Person is defined in Regulation S under the
        1933 Act to be any person who is
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (A)                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (B)                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (C)                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (D)                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (E)                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (F)                                                                                                                                                                                                                                                                                                                                                                                

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V - 9

| |     | (G)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any partnership or corporation
        if
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i)                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | the Subscriber is aware
        that the Units will be distributed pursuant to certain exemptions under
        the BC Act and other applicable securities legislation and the Subscriber
        is not acquiring the Units as a result of any information about the material
        affairs of the Company that is not generally known to the public save
        knowledge of this particular transaction;                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | pursuant to the Resale Instrument
        and the policies of the Exchange the Subscriber will not transfer the
        Securities for a period of four months from the Closing Date except in
        compliance with the Resale Instrument and the policies of the Exchange
        and will comply with such notice and other requirements under applicable
        securities legislation upon disposition;                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | neither the Subscriber nor
        any party on whose behalf it is acting has been created, established,
        formed or incorporated solely, or is used primarily, to acquire securities
        or to permit the purchase of the Units without a prospectus in reliance
        on an exemption from the prospectus requirements of applicable securities
        legislation;                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | the Subscriber and any beneficial
        purchaser for whom it is acting are resident in the jurisdiction set out
        on the first page of this Agreement;                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | the entering into of the
        Transaction Documents and the transactions contemplated thereby do not
        result in the violation of any of the terms and provisions of any law
        applicable to, or the constating documents of, the Subscriber or of any
        agreement, written or oral, to which the Subscriber may be a party or
        by which the Subscriber is or may be bound;                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | the Subscriber has the legal
        capacity and competence to enter into and execute the Transaction Documents
        and to take all actions required pursuant thereto and, if the Subscriber
        is a corporation, it is duly incorporated and validly subsisting under
        the laws of its jurisdiction of incorporation and all necessary approvals
        by its directors, shareholders and others have been obtained to authorize
        execution of the Transaction Documents on behalf of the Subscriber;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j) | the Subscriber has duly
        executed and delivered this Agreement and it constitutes a valid and binding
        agreement of the Subscriber enforceable against the Subscriber;                                                                                                                                                                                                                                                                                                                                            

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V - 10

| | (k) | this subscription by the Subscriber
        has not been induced by any representations or warranties by any person
        whatsoever with regard to the future value of the Securities; and                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                    
| | (l) | the Subscriber is an investor in securities
        of corporations in the development stage and acknowledges that it is able
        to fend for itself, can bear the economic risk of its investment and it
        has such knowledge and experience in financial or business matters such
        that it is capable of evaluating the merits and risks of the investment
        in the Units.

The foregoing representations, warranties and covenants are
  made by the Subscriber with the intent that they be relied upon by the Company
  in determining its suitability as a purchaser of the Securities and the Subscriber
  hereby agrees to indemnify the Company against all losses, claims, costs, expenses
  and damages or liabilities which it may suffer or incur as a result of reliance
  thereon. The Subscriber undertakes to notify the Company immediately of any
  change in any representation, warranty or other information relating to the
  Subscriber set forth herein.

7.         Representations,
  Warranties and Covenants of the Company

The Company represents and warrants to and covenants with
  the Subscriber that, as of the date of this Agreement and at the Closing:

| | (a) | the Company and its subsidiaries, if
        any, are valid and subsisting corporations duly incorporated, continued
        or amalgamated and in good standing under the laws of the jurisdictions
        in which they are incorporated, continued or amalgamated with respect
        to all acts necessary to maintain their corporate existence;                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | the Company has complied and will comply
        with all applicable corporate and securities laws and regulations in connection
        with the offer, sale and issuance of the Units;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | the Company is the beneficial owner
        of the properties, business and assets or the interests in the properties,
        business and assets referred to in the Public Record, except as disclosed
        in the Public Record all agreements by which the Company holds an interest
        in a property, business or asset are in good standing according to their
        terms, and there has not been any breach of the applicable laws of the
        jurisdictions in which such properties, business and assets are situated
        which would have a material adverse effect on such properties, business
        and assets;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | the Public Record and the representations
        contained in the Transaction Documents are accurate in all material respects
        and omit no fact, the omission of which would make such representation
        misleading in light of the circumstances in which such representation
        was made;                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | the Financial Statements accurately
        reflect the financial position of the Company as at the date thereof and
        no adverse material changes in the financial position of the                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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| |     | Company have taken place since the date
        of the latest balance sheet contained in the Financial Statements, except
        as has been publicly disclosed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | the issuance and sale of the Units by
        the Company does not and will not conflict with and does not and will
        not result in a breach of any of the terms, conditions or provisions of
        its constating documents or any agreement or instrument to which the Company
        is a party;                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g) | the Transaction Documents have been
        duly authorized by all necessary corporate action on the part of the Company,
        duly executed and delivered by the Company and, subject to acceptance
        by the Company, constitute valid obligations of the Company legally binding
        upon it and enforceable in accordance with their terms;                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h) | the issuance of the Securities, at the
        time of their issue, will have been approved by all requisite corporate
        action and any shares comprising part of the Securities, upon issue and
        delivery, will be validly issued as fully paid and non-assessable;                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (i) | the Company and its subsidiaries, if
        any, are duly registered or licensed to carry on business in the jurisdictions
        in which they are required to be so registered or licensed to carry on
        business or own property or assets;                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (j) | neither the Company nor any of its subsidiaries,
        if any, is a party to any actions, suits or proceedings which could materially
        affect its business or financial condition, and, as at the date hereof,
        no such actions, suits or proceedings have been threatened or, to the
        best of the Companys knowledge, are pending, except as disclosed
        in the Public Record;                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (k) | no order ceasing or suspending trading
        in the Securities nor prohibiting sale of the Securities has been issued
        to and is outstanding against the Company or its directors, officers or
        promoters and to the best of the Companys knowledge no investigations
        or proceedings for such purposes are pending or threatened;                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (l) | the Company is a reporting issuer under
        the BC Act, Securities Act(Alberta) and Securities Act(Ontario),
        its common shares are listed for trading on the Exchange and there shall
        not be any consents, approvals, authorizations, orders or agreements of
        any stock exchanges, securities commissions or similar authorities in
        Canada, governmental agencies or regulators, courts or any other persons
        which may be required for the issuance of the Securities and the delivery
        of certificates representing the Securities to the Subscriber, not obtained
        and not in effect on the date of delivery of such certificates;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (m) | the Company is a qualified issuer
        under the Resale Instrument and section 2.5(2) thereof will apply to the
        first trade of the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (n) | the Company is a foreign private
        issuer as defined in the 1933 Act and it will use its best efforts
        to remain a foreign private issuer for a period of 12 months from the
        Closing Date; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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V - 12

| | (o) | neither the Company nor any subsidiary shall take
        any action which would be reasonably expected to result in the delisting
        or suspension of the Shares on or from the Exchange or on or from any
        securities exchange, market or trading or quotation facility on which
        the Shares are then listed or quoted and the Company shall comply, in
        all material respects, with the rules and regulations thereof.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.         Company
  Indemnity

The Company shall indemnify, defend and hold the Subscriber
  and each other holder of the Securities (which term shall, for the purposes
  of this Section, include the Subscriber or its shareholders, managers, partners,
  directors, officers, members, employees, direct or indirect investors, agents
  and affiliates and assignees and the stockholders, partners, directors, members,
  managers, officers, employees direct or indirect investors and agents of such
  affiliates and assignees) harmless against any and all liabilities, loss, cost
  or damage, together with all reasonable costs and expenses related thereto (including
  reasonable legal and accounting fees and expenses), arising from, relating to,
  or connected with the untruth, inaccuracy or breach of any statement, representation,
  warranty or covenant of the Company contained herein.

9.         Legending
  of Securities

The Subscriber hereby acknowledges that legends will be placed
  upon the certificates representing the Securities to the effect that the securities
  represented thereby are subject to hold or restricted resale periods and may
  not be traded until the expiry thereof except as permitted under the Resale
  Instrument, the policies of the Exchange and any other applicable securities
  legislation, rules or policies.

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V - 13

10.         Costs

The Subscriber acknowledges and agrees that all costs and
  expenses incurred by the Subscriber (including any fees and disbursements of
  any special counsel retained by the Subscriber) relating to the acquisition
  of the Securities shall be borne by the Subscriber.

11.         Governing
  Law

This Agreement is governed by the laws of the province of
  British Columbia and the federal laws of Canada applicable herein. The Subscriber,
  in its personal or corporate capacity and, if applicable, on behalf of each
  beneficial purchaser for whom it is acting, irrevocably attorn to the jurisdiction
  of the courts of the province of British Columbia.

12.         Survival

This 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 parties for a period of one year after
  the Closing Date notwithstanding the completion of the purchase of the Units
  by the Subscriber and any subsequent disposition by the Subscriber of the Securities.

13.         Assignment

This Agreement is not transferable or assignable.

14.         Execution

The Company shall be entitled to rely on delivery by facsimile
  machine of an executed copy of this Agreement and acceptance by the Company
  of such facsimile copy shall be equally effective to create a valid and binding
  agreement between the Subscriber and the Company in accordance with the terms
  hereof.

15.         Severability

The invalidity or unenforceability of any particular provision
  of this Agreement shall not affect or limit the validity or enforceability of
  the remaining provisions of this Agreement.

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16.         Entire
  Agreement

Except as expressly provided in this Agreement and in the
  agreements, instruments and other documents contemplated or provided for herein,
  this Agreement contains the entire agreement between the parties with respect
  to the sale of the Units and there are no other terms, conditions, representations
  or warranties, whether expressed, implied, oral or written, by statute, by common
  law, by the Company, by the Subscriber, or by any third party.

17.         Notice

Unless otherwise provided herein, any notice or other communication
  to a party under this Agreement may be made, given or served by registered mail,
  postage pre-paid, by telecopy or by delivery to the parties at the addresses
  as set out in this Agreement. Any notice or other communication:

| | (a) | mailed shall be deemed to have been received on the fifth
      business day following its mailing;               
| | --- | ------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                   
| | (b) | telecopied shall be deemed to have been received on the business
      day following the date of transmission; and
| |     |                                                                                                                   
| | (c) | delivered shall be deemed to have been received on the date
      of delivery.                                    

In the event of a postal strike or delay affecting mail delivery,
  the date of receipt of any notice by mail is deemed to be extended by the length
  of such strike or delay. Each party may change its address for service at any
  time by providing notice in writing of such change to the other party.

18.         Securities
  Regulatory Approval

This Agreement shall be subject to the approval of all securities
  regulatory authorities having jurisdiction.

19.         Time
  is of the Essence.

Time shall, in all respects, be of the essence.

20.         Currency

All references in this Agreement to dollars, unless otherwise
  specifically indicated, are stated in Canadian dollars.

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