ESCROW AGREEMENT

THIS AGREEMENT is made as of the 9th day of January, 2004

AMONG:

                  NORTHWESTERN MINERAL VENTURES INC.
                  (the "ISSUER")

                  -and-

                  EQUITY TRANSFER SERVICES INC.
                  (the "ESCROW AGENT")

                  -and-

                  KABIR AHMED
                  (the "SECURITYHOLDER" or "YOU")

                  (collectively, the "PARTIES")

         THIS AGREEMENT is being entered into by the Parties under National
Policy 46-201 Escrow for Initial Public Offerings (the "POLICY") in connection
with the proposed distribution (the "IPO"), by the Issuer, an emerging issuer,
of (a) a minimum of 8,000,000 common shares ("COMMON SHARES") and a maximum of
15,000,000 Common Shares; and (b) 2,000,000 Common Shares issuable upon the
exercise of 2,000,000 previously issued special warrants of the Issuer, by
prospectus.

         FOR GOOD AND VALUABLE CONSIDERATION, the Parties agree as follows:

ARTICLE 1 ESCROW

1.1      Appointment of Escrow Agent

The Issuer and the Securityholder appoint the Escrow Agent to act as escrow
agent under this Agreement. The Escrow Agent accepts the appointment.

1.2      Deposit of Escrow Securities in Escrow

         (a)  You are depositing the securities ("ESCROW SECURITIES") listed
              opposite your name in Schedule "A" with the Escrow Agent to be
              held in escrow under this Agreement. You will immediately deliver
              or cause to be delivered to the Escrow Agent any share
              certificates or other evidence of these securities which you have
              or which you may later receive.

         (b)  If you receive any other securities ("ADDITIONAL ESCROW
              SECURITIES"):

              (i)   as a dividend or other distribution on escrow securities;






              (ii)  on the exercise of a right of purchase, conversion or
                    exchange attaching to escrow securities, including
                    securities received on conversion of special warrants;

              (iii) on a subdivision, or compulsory or automatic conversion or
                    exchange of escrow securities; or

              (iv)  from a successor issuer in a business combination, if Part 6
                    of this Agreement applies, you will deposit them in escrow
                    with the Escrow Agent. You will deliver or cause to be
                    delivered to the Escrow Agent any share certificates or
                    other evidence of those additional escrow securities. When
                    this Agreement refers to escrow securities, it includes
                    additional escrow securities.

         (c)  You will immediately deliver to the Escrow Agent any replacement
              share certificates or other evidence of additional escrow
              securities issued to you.

1.3      Direction to Escrow Agent

The Issuer and the Securityholder direct the Escrow Agent to hold the escrow
securities in escrow until they are released from escrow under this Agreement.


ARTICLE 2 RELEASE OF ESCROW SECURITIES

2.1      Release Schedule for an Emerging Issuer

         (a)  Usual case

         If the Issuer is an emerging issuer (as defined in section 3.3 of the
         Policy) and you have not sold any escrow securities in a permitted
         secondary offering (as defined in section 3.8 of the Policy), your
         escrow securities will be released as follows:



                                                                    
        On the date the Issuer's securities are listed                 1/10 of your escrow securities
        on a Canadian exchange (the "LISTING DATE")
        6 months after the listing date                                1/6 of your remaining escrow securities
        12 months after the listing date                               1/5 of your remaining escrow securities
        18 months after the listing date                               1/4 of your remaining escrow securities
        24 months after the listing date                               1/3 of your remaining escrow securities
        30 months after the listing date                               1/2 of your remaining escrow securities
        36 months after the listing date                               your remaining escrow securities


         *In the simplest case, where there are no changes to the escrow
         securities initially deposited and no additional escrow securities, the
         release schedule outlined above results



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         in the escrow securities being released in equal tranches of 15% after
         completion of the release on the listing date.

         (b)  Additional escrow securities

         If you acquire additional escrow securities, those securities will be
         added to the securities already in escrow, to increase the number of
         remaining escrow securities. After that, all of the escrow securities
         will be released in accordance with the applicable release schedule in
         the tables above.

2.2      Delivery of Share Certificates for Escrow Securities

The Escrow Agent will send to the Securityholder any share certificates or other
evidence of the Securityholder's escrow securities in the possession of the
Escrow Agent released from escrow as soon as reasonably practicable after the
release.

2.3      Replacement Certificates

If, on the date the Securityholder's escrow securities are to be released, the
Escrow Agent holds a share certificate or other evidence representing more
escrow securities than are to be released, the Escrow Agent will deliver the
share certificate or other evidence to the Issuer or its transfer agent and
request replacement share certificates or other evidence. The Issuer will cause
replacement share certificates or other evidence to be prepared and delivered to
the Escrow Agent. After the Escrow Agent receives the replacement share
certificates or other evidence, the Escrow Agent will send to the Securityholder
or at the Securityholder's direction, the replacement share certificate or other
evidence of the escrow securities released. The Escrow Agent and Issuer will act
as soon as reasonably practicable.

2.4      Release upon Death

         (a)  If the Securityholder dies, the Securityholder's escrow securities
              will be released from escrow. The Escrow Agent will deliver any
              share certificates or other evidence of the escrow securities in
              the possession of the Escrow Agent to the Securityholder's legal
              representative.

         (b)  Prior to delivery the Escrow Agent must receive:

              (i)   a certified copy of the death certificate; and

              (ii)  any evidence of the legal representative's status that the
                    Escrow Agent may reasonably require.


ARTICLE 3 EARLY RELEASE ON CHANGE OF ISSUER STATUS

3.1      Becoming an Established Issuer

If the Issuer is an emerging issuer on the date of this Agreement and, during
this Agreement, the Issuer:

         (a)  lists its securities on The Toronto Stock Exchange Inc.;



                                       3




         (b)  becomes a TSX Venture Exchange Inc. ("TSX VENTURE") Tier 1 issuer;
              or

         (c)  lists or quotes its securities on an exchange or market outside
              Canada that its "principal regulator" under National Policy 43-201
              Mutual Reliance Review System for Prospectuses and Annual
              Information Forms (in Quebec under Staff Notice, Mutual Reliance
              Review System for Prospectuses and Annual Information Forms) or,
              if the Issuer has only filed its IPO prospectus in one
              jurisdiction, the securities regulator in that jurisdiction, is
              satisfied has minimum listing requirements at least equal to those
              of TSX Venture Tier 1,

then the Issuer becomes an "established issuer".

3.2      Release of Escrow Securities

         (a)  When an emerging issuer becomes an established issuer, the release
              schedule for its escrow securities changes.

         (b)  If an emerging issuer becomes an established issuer 18 months or
              more after its listing date, all escrow securities will be
              released immediately.

         (c)  If an emerging issuer becomes an established issuer within 18
              months after its listing date, all escrow securities that would
              have been released to that time, if the Issuer was an established
              issuer on its listing date, will be released immediately.
              Remaining escrow securities will be released in equal instalments
              on the day that is 6 months, 12 months and 18 months after the
              listing date.

3.3      Filing Requirements

Escrow securities will not be released under this Part until the Issuer does the
following:

         (a)  at least 20 days before the date of the first release of escrow
              securities under the new release schedule, files with the
              securities regulators in the jurisdictions in which it is a
              reporting issuer:

         (b)  a certificate signed by a director or officer of the Issuer
              authorized to sign stating:

         (c)  that the Issuer has become an established issuer by satisfying one
              of the conditions in section 3.1 and specifying the condition, and

         (d)  the number of escrow securities to be released on the first
              release date under the new release schedule, and

         (e)  a copy of a letter or other evidence from the exchange or
              quotation service confirming that the Issuer has satisfied the
              condition to become an established issuer; and

         (f)  at least 10 days before the date of the first release of escrow
              securities under the new release schedule, issues and files with
              the securities regulators in the jurisdictions in which it is a
              reporting issuer a news release disclosing details of




                                       4




              the first release of the escrow securities and the change in the
              release schedule, and sends a copy of such filing to the Escrow
              Agent.

3.4      Amendment of Release Schedule

The new release schedule will apply 10 days after the Escrow Agent receives a
certificate signed by a director or officer of the Issuer authorized to sign,

         (a)  stating that the Issuer has become an established issuer by
              satisfying one of the conditions in section 3.1 and specifying the
              condition;

         (b)  stating that the release schedule for the Issuer's escrow
              securities has changed;

         (c)  stating that the Issuer has issued a news release at least 10 days
              before the first release date under the new release schedule and
              specifying the date that the news release was issued; and

         (d)  specifying the new release schedule.


ARTICLE 4 DEALING WITH ESCROW SECURITIES

4.1      Restriction on Transfer, etc.

UNLESS IT IS EXPRESSLY PERMITTED IN THIS AGREEMENT, YOU WILL NOT SELL, TRANSFER,
ASSIGN, MORTGAGE, ENTER INTO A DERIVATIVE TRANSACTION CONCERNING, OR OTHERWISE
DEAL IN ANY WAY WITH YOUR ESCROW SECURITIES OR ANY RELATED SHARE CERTIFICATES OR
OTHER EVIDENCE OF THE ESCROW SECURITIES. IF THE SECURITYHOLDER IS A PRIVATE
COMPANY CONTROLLED BY ONE OR MORE PRINCIPALS (AS DEFINED IN SECTION 3.5 OF THE
POLICY) OF THE ISSUER, THE SECURITYHOLDER MAY NOT PARTICIPATE IN A TRANSACTION
THAT RESULTS IN A CHANGE OF ITS CONTROL OR A CHANGE IN THE ECONOMIC EXPOSURE OF
THE PRINCIPALS TO THE RISKS OF HOLDING ESCROW SECURITIES.

4.2      Pledge, Mortgage or Charge as Collateral for a Loan

You may pledge, mortgage or charge your escrow securities to a financial
institution as collateral for a loan, provided that no escrow securities or any
share certificates or other evidence of escrow securities will be transferred or
delivered by the Escrow Agent to the financial institution for this purpose. The
loan agreement must provide that the escrow securities will remain in escrow if
the lender realizes on the escrow securities to satisfy the loan.

4.3      Voting of Escrow Securities

You may exercise any voting rights attached to your escrow securities.

4.4      Dividends on Escrow Securities

You may receive a dividend or other distribution on your escrow securities, and
elect the manner of payment from the standard options offered by the Issuer. If
the Escrow Agent receives a dividend or other distribution on your escrow
securities, other than additional escrow securities, the Escrow Agent will pay
the dividend or other distribution to you on receipt.



                                       5




4.5      Exercise of Other Rights Attaching to Escrow Securities

You may exercise your rights to exchange or convert your escrow securities in
accordance with this Agreement.


ARTICLE 5 PERMITTED TRANSFERS WITHIN ESCROW

5.1      Transfer to Directors and Senior Officers

         (a)  You may transfer escrow securities within escrow to existing or,
              upon their appointment, incoming directors or senior officers of
              the Issuer or any of its material operating subsidiaries, if the
              Issuer's board of directors has approved the transfer.

         (b)  Prior to the transfer the Escrow Agent must receive:

              (i)   a certified copy of the resolution of the board of directors
                    of the Issuer approving the transfer;

              (ii)  a certificate signed by a director or officer of the Issuer
                    authorized to sign, stating that the transfer is to a
                    director or senior officer of the Issuer or a material
                    operating subsidiary and that any required approval from the
                    Canadian exchange the Issuer is listed on has been received;

              (iii) an acknowledgment in the form of Schedule "B" signed by the
                    transferee;

              (iv)  copies of the letters sent to the securities regulators
                    described in subsection (c) accompanying the
                    acknowledgement; and

              (v)   a transfer power of attorney, completed and executed by the
                    transferor in accordance with the requirements of the
                    Issuer's transfer agent.

         (c)  At least 10 days prior to the transfer, the Issuer will file a
              copy of the acknowledgement with the securities regulators in the
              jurisdictions in which it is a reporting issuer.

5.2      Transfer to Other Principals

You may transfer escrow securities within escrow:

         (a)  to a person or company that before the proposed transfer holds
              more than 20% of the voting rights attached to the Issuer's
              outstanding securities; or

         (b)  to a person or company that after the proposed transfer

              (i)   will hold more than 10% of the voting rights attached to the
                    Issuer's outstanding securities, and

              (ii)  has the right to elect or appoint one or more directors or
                    senior officers of the Issuer or any of its material
                    operating subsidiaries.




                                       6





         (c)  Prior to the transfer the Escrow Agent must receive:

              (i)   a certificate signed by a director or officer of the Issuer
                    authorized to sign stating that

              (ii)  the transfer is to a person or company that the officer
                    believes, after reasonable investigation, holds more than
                    20% of the voting rights attached to the Issuer's
                    outstanding securities before the proposed transfer, or

         (d)  the transfer is to a person or company that:

              (i)   the officer believes, after reasonable investigation, will
                    hold more than 10% of the voting rights attached to the
                    Issuer's outstanding securities, and

              (ii)  has the right to elect or appoint one or more directors or
                    senior officers of the Issuer or any of its material
                    operating subsidiaries after the proposed transfer, and

         (e)  any required approval from the Canadian exchange the Issuer is
              listed on has been received;

              (i)   an acknowledgment in the form of Schedule "B" signed by the
                    transferee;

              (ii)  copies of the letters sent to the securities regulators
                    accompanying the acknowledgement; and

              (iii) a transfer power of attorney, executed by the transferor in
                    accordance with the requirements of the Issuer's transfer
                    agent.

At least 10 days prior to the transfer, the Issuer will file a copy of the
acknowledgement with the securities regulators in the jurisdictions in which it
is a reporting issuer.

5.3      Transfer upon Bankruptcy

         (a)  You may transfer escrow securities within escrow to a trustee in
              bankruptcy or another person or company entitled to escrow
              securities on bankruptcy.

         (b)  Prior to the transfer, the Escrow Agent must receive:

              (i)   a certified copy of either:

              (1)   the assignment in bankruptcy filed with the Superintendent
                    of Bankruptcy, or

                    (2)  the receiving order adjudging the Securityholder
                         bankrupt;

              (ii)  a certified copy of a certificate of appointment of the
                    trustee in bankruptcy;




                                       7





              (iii) a transfer power of attorney, completed and executed by the
                    transferor in accordance with the requirements of the
                    Issuer's transfer agent; and

              (iv)  an acknowledgment in the form of Schedule "B" signed by:

                    (1)  the trustee in bankruptcy, or

                    (2)  on direction from the trustee, with evidence of that
                         direction attached to the acknowledgment form,
                         another person or company legally entitled to the
                         escrow securities.

Within 10 days after the transfer, the transferee of the escrow securities will
file a copy of the acknowledgment with the securities regulators in the
jurisdictions in which the Issuer is a reporting issuer.

5.4      Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow
         Securities

You may transfer within escrow to a financial institution the escrow securities
you have pledged, mortgaged or charged under section 4.2 to that financial
institution as collateral for a loan on realization of the loan.

Prior to the transfer the Escrow Agent must receive:

         (a)  a statutory declaration of an officer of the financial institution
              that the financial institution is legally entitled to the escrow
              securities;

         (b)  a transfer power of attorney, executed by the transferor in
              accordance with the requirements of the Issuer's transfer agent;
              and

         (c)  an acknowledgement in the form of Schedule "B" signed by the
              financial institution.

Within 10 days after the transfer, the transferee of the escrow securities will
file a copy of the acknowledgment with the securities regulators in the
jurisdictions in which the Issuer is a reporting issuer.

5.5      Transfer to Certain Plans and Funds

You may transfer escrow securities within escrow to or between a registered
retirement savings plan (RRSP), registered retirement income fund (RRIF) or
other similar registered plan or fund with a trustee, where the annuitant of the
RRSP or RRIF, or the beneficiaries of the other registered plan or fund are
limited to you and your spouse, children and parents, or, if you are the trustee
of such a registered plan or fund, to the annuitant of the RRSP or RRIF, or a
beneficiary of the other registered plan or fund, as applicable, or his or her
spouse, children and parents.

         (a)  Prior to the transfer the Escrow Agent must receive:

              (i)   evidence from the trustee of the transferee plan or fund, or
                    the trustee's agent, stating that, to the best of the
                    trustee's knowledge, the annuitant of the RRSP or RRIF, or
                    the beneficiaries of the other registered plan or fund




                                       8




                    do not include any person or company other than you and
                    your spouse, children and parents;

              (ii)  a transfer power of attorney, executed by the transferor in
                    accordance with the requirements of the Issuer's transfer
                    agent; and

              (iii) an acknowledgement in the form of Schedule "B" signed by the
                    trustee of the plan or fund.

Within 10 days after the transfer, the transferee of the escrow securities will
file a copy of the acknowledgment with the securities regulators in the
jurisdictions in which the Issuer is a reporting issuer.

5.6      Effect of Transfer Within Escrow

After the transfer of escrow securities within escrow, the escrow securities
will remain in escrow and released from escrow under this Agreement as if no
transfer has occurred on the same terms that applied before the transfer. The
Escrow Agent will not deliver any share certificates or other evidence of the
escrow securities to transferees under this Part 5.


ARTICLE 6 BUSINESS COMBINATIONS

6.1      Business Combinations

This Part applies to the following ("BUSINESS COMBINATIONS"):

         (a)  a formal take-over bid for all outstanding equity securities of
              the Issuer or which, if successful, would result in a change of
              control of the Issuer;

         (b)  a formal issuer bid for all outstanding equity securities of the
              Issuer;

         (c)  a statutory arrangement;

         (d)  an amalgamation;

         (e)  a merger; or

         (f)  a reorganization that has an effect similar to an amalgamation or
              merger.

6.2      Delivery to Escrow Agent

You may tender your escrow securities to a person or company in a business
combination. At least five business days prior to the date the escrow securities
must be tendered under the business combination, you must deliver to the Escrow
Agent:

         (a)  a written direction signed by you that directs the Escrow Agent to
              deliver to the depositary under the business combination any share
              certificates or other evidence of the escrow securities and a
              completed and executed cover letter or similar document and, where
              required, transfer power of attorney completed and executed for
              transfer in accordance with the requirements of the depositary,
              and any other




                                       9





              documentation specified or provided by you and required to be
              delivered to the depositary under the business combination; and

         (b)  any other information concerning the business combination as the
              Escrow Agent may reasonably request.

6.3      Delivery to Depositary

As soon as reasonably practicable, and in any event no later than three business
days after the Escrow Agent receives the documents and information required
under section 6.2, the Escrow Agent will deliver to the depositary, in
accordance with the direction, any share certificates or other evidence of the
escrow securities, and a letter addressed to the depositary that:

         (a)  identifies the escrow securities that are being tendered;

         (b)  states that the escrow securities are held in escrow;

         (c)  states that the escrow securities are delivered only for the
              purposes of the business combination and that they will be
              released from escrow only after the Escrow Agent receives the
              information described in section 6.4;

         (d)  if any share certificates or other evidence of the escrow
              securities have been delivered to the depositary, requires the
              depositary to return to the Escrow Agent, as soon as practicable,
              any share certificates or other evidence of escrow securities that
              are not released from escrow into the business combination; and

         (e)  where applicable, requires the depositary to deliver or cause to
              be delivered to the Escrow Agent, as soon as practicable, any
              share certificates or other evidence of additional escrow
              securities that you acquire under the business combination.

6.4      Release of Escrow Securities to Depositary

The Escrow Agent will release from escrow the tendered escrow securities when
the Escrow Agent receives a declaration signed by the depositary or, if the
direction identifies the depositary as acting on behalf of another person or
company in respect of the business combination, by that other person or company,
that:

         (a)  the terms and conditions of the business combination have been met
              or waived; and

         (b)  the escrow securities have either been taken up and paid for or
              are subject to an unconditional obligation to be taken up and paid
              for under the business combination.

6.5      Escrow of New Securities

If you receive securities ("NEW SECURITIES") of another issuer ("SUCCESSOR
ISSUER") in exchange for your escrow securities, the new securities will be
subject to escrow in substitution for the tendered escrow securities if,
immediately after completion of the business combination:





                                       10





         (a)  the successor issuer is not an exempt issuer (as defined in
              section 3.2 of the Policy);

         (b)  you are a principal (as defined in section 3.5 of the Policy) of
              the successor issuer; and

         (c)  you hold more than 1% of the voting rights attached to the
              successor issuer's outstanding securities. (In calculating this
              percentage, include securities that may be issued to you under
              outstanding convertible securities in both your securities and the
              total securities outstanding.)

6.6      Release from Escrow of New Securities

As soon as reasonably practicable after the Escrow Agent receives:

         (a)  a certificate from the successor issuer signed by a director or
              officer of the successor issuer authorized to sign

         (b)  stating that it is a successor issuer to the Issuer as a result of
              a business combination and whether it is an emerging issuer or an
              established issuer under the Policy, and

         (c)  listing the Securityholders whose new securities are subject to
              escrow under section 6.5, the escrow securities of the
              Securityholders whose new securities are not subject to escrow
              under section 6.5 will be released, and the Escrow Agent will send
              any share certificates or other evidence of the escrow securities
              in the possession of the Escrow Agent in accordance with section
              2.2.

         (d)  If your new securities are subject to escrow, unless subsection
              (3) applies, the Escrow Agent will hold your new securities in
              escrow on the same terms and conditions, including release dates,
              as applied to the escrow securities that you exchanged.

         (e)  If the Issuer is:

              (i)   an emerging issuer, the successor issuer is an established
                    issuer, and the business combination occurs 18 months or
                    more after the Issuer's listing date, all escrow securities
                    will be released immediately; and

              (ii)  an emerging issuer, the successor issuer is an established
                    issuer, and the business combination occurs within 18 months
                    after the Issuer's listing date, all escrow securities that
                    would have been released to that time, if the Issuer was an
                    established issuer on its listing date, will be released
                    immediately. Remaining escrow securities will be released in
                    equal instalments on the day that is 6 months, 12 months and
                    18 months after the Issuer's listing date.




                                       11




ARTICLE 7 RESIGNATION OF ESCROW AGENT

7.1      Resignation of Escrow Agent

         (a)  If the Escrow Agent wishes to resign as escrow agent, the Escrow
              Agent will give written notice to the Issuer.

         (b)  If the Issuer wishes to terminate the Escrow Agent as escrow
              agent, the Issuer will give written notice to the Escrow Agent.

         (c)  If the Escrow Agent resigns or is terminated, the Issuer will be
              responsible for ensuring that the Escrow Agent is replaced not
              later than the resignation or termination date by another escrow
              agent that is acceptable to the securities regulators having
              jurisdiction in the matter and that has accepted such appointment,
              which appointment will be binding on the Issuer and the
              Securityholder.

         (d)  The resignation or termination of the Escrow Agent will be
              effective, and the Escrow Agent will cease to be bound by this
              Agreement, on the date that is 60 days after the date of receipt
              of the notices referred to above by the Escrow Agent or Issuer, as
              applicable, or on such other date as the Escrow Agent and the
              Issuer may agree upon (the "resignation or termination date"),
              provided that the resignation or termination date will not be less
              than 10 business days before a release date.

         (e)  If the Issuer has not appointed a successor escrow agent within 60
              days of the resignation or termination date, the Escrow Agent will
              apply, at the Issuer's expense, to a court of competent
              jurisdiction for the appointment of a successor escrow agent, and
              the duties and responsibilities of the Escrow Agent will cease
              immediately upon such appointment.

         (f)  On any new appointment under this section, the successor Escrow
              Agent will be vested with the same powers, rights, duties and
              obligations as if it had been originally named herein as Escrow
              Agent, without any further assurance, conveyance, act or deed. The
              predecessor Escrow Agent, upon receipt of payment for any
              outstanding account for its services and expenses then unpaid,
              will transfer, deliver and pay over to the successor Escrow Agent,
              who will be entitled to receive, all securities, records or other
              property on deposit with the predecessor Escrow Agent in relation
              to this Agreement and the predecessor Escrow Agent will thereupon
              be discharged as Escrow Agent.

         (g)  If any changes are made to Part 8 of this Agreement as a result of
              the appointment of the successor Escrow Agent, those changes must
              not be inconsistent with the Policy and the terms of this
              Agreement and the Issuer to this Agreement will file a copy of the
              new Agreement with the securities regulators with jurisdiction
              over this Agreement and the escrow securities.




                                       12




ARTICLE 8 OTHER CONTRACTUAL ARRANGEMENTS

8.1      Escrow Agent Not a Trustee

The Escrow Agent accepts duties and responsibilities under this Agreement, and
the escrow securities and any share certificates or other evidence of these
securities, solely as a custodian, bailee and agent. No trust is intended to be,
or is or will be, created hereby and the Escrow Agent shall owe no duties
hereunder as a trustee.

8.2      Escrow Agent Not Responsible for Genuineness

The Escrow Agent will not be responsible or liable in any manner whatever for
the sufficiency, correctness, genuineness or validity of any escrow security
deposited with it.

8.3      Escrow Agent Not Responsible for Furnished Information

The Escrow Agent will have no responsibility for seeking, obtaining, compiling,
preparing or determining the accuracy of any information or document, including
the representative capacity in which a party purports to act, that the Escrow
Agent receives as a condition to a release from escrow or a transfer of escrow
securities within escrow under this Agreement.

8.4      Escrow Agent Not Responsible after Release

The Escrow Agent will have no responsibility for escrow securities that it has
released to the Securityholder or at the Securityholder's direction according to
this Agreement.

8.5      Indemnification of Escrow Agent

The Issuer and the Securityholder hereby jointly and severally agree to
indemnify and hold harmless the Escrow Agent, its affiliates, and their current
and former directors, officers, employees and agents from and against any and
all claims, demands, losses, penalties, costs, expenses, fees and liabilities,
including, without limitation, legal fees and expenses, directly or indirectly
arising out of, in connection with, or in respect of, this Agreement, except
where same result directly and principally from gross negligence, wilful
misconduct or bad faith on the part of the Escrow Agent. This indemnity survives
the release of the escrow securities, the resignation or termination of the
Escrow Agent and the termination of this Agreement.

8.6      Additional Provisions

         (a)  The Escrow Agent will be protected in acting and relying
              reasonably upon any notice, direction, instruction, order,
              certificate, confirmation, request, waiver, consent, receipt,
              statutory declaration or other paper or document (collectively
              referred to as "DOCUMENTS") furnished to it and purportedly signed
              by any officer or person required to or entitled to execute and
              deliver to the Escrow Agent any such Document in connection with
              this Agreement, not only as to its due execution and the validity
              and effectiveness of its provisions, but also as to the truth or
              accuracy of any information therein contained, which it in good
              faith believes to be genuine.



                                       13





         (b)  The Escrow Agent will not be bound by any notice of a claim or
              demand with respect to this Agreement, or any waiver,
              modification, amendment, termination or rescission of this
              Agreement unless received by it in writing, signed by the other
              Parties, and such waiver, modification, amendment, termination or
              rescission is not inconsistent with the Policy, and, if the duties
              or indemnification of the Escrow Agent in this Agreement are
              affected, unless it has given its prior written consent.

         (c)  The Escrow Agent may consult with or retain such legal counsel and
              advisors as it may reasonably require for the purpose of
              discharging its duties or determining its rights under this
              Agreement and may rely and act upon the advice of such counsel or
              advisor. The Escrow Agent will give written notice to the Issuer
              as soon as practicable that it has retained legal counsel or other
              advisors. The Issuer will pay or reimburse the Escrow Agent for
              any reasonable fees, expenses and disbursements of such counsel or
              advisors.

         (d)  In the event of any disagreement arising under the terms of this
              Agreement, the Escrow Agent will be entitled, at its option, to
              refuse to comply with any and all demands whatsoever until the
              dispute is settled either by a written agreement among the Parties
              or by a court of competent jurisdiction.

         (e)  The Escrow Agent will have no duties or responsibilities except as
              expressly provided in this Agreement and will have no duty or
              responsibility under the Policy or arising under any other
              agreement, including any agreement referred to in this Agreement,
              to which the Escrow Agent is not a party.

         (f)  The Escrow Agent will have the right not to act and will not be
              liable for refusing to act unless it has received clear and
              reasonable documentation that complies with the terms of this
              Agreement. Such documentation must not require the exercise of any
              discretion or independent judgment.

         (g)  The Escrow Agent is authorized to cancel any share certificate
              delivered to it and hold the Securityholder's escrow securities in
              electronic, or uncertificated form only, pending release of such
              securities from escrow.

         (h)  The Escrow Agent will have no responsibility with respect to any
              escrow securities in respect of which no share certificate or
              other evidence or electronic or uncertificated form of these
              securities has been delivered to it, or otherwise received by it.

8.7      Limitation of Liability of Escrow Agent

The Escrow Agent will not be liable to any of the Parties hereunder for any
action taken or omitted to be taken by it under or in connection with this
Agreement, except for losses directly, principally and immediately caused by its
bad faith, wilful misconduct or gross negligence. Under no circumstances will
the Escrow Agent be liable for any special, indirect, incidental, consequential,
exemplary, aggravated or punitive losses or damages hereunder, including any
loss of profits, whether foreseeable or unforeseeable. Notwithstanding the
foregoing or any other provision of this Agreement, in no event will the
collective liability of the Escrow Agent under




                                       14





or in connection with this Agreement to any one or more Parties, except for
losses directly caused by its bad faith or wilful misconduct, exceed the amount
of its annual fees under this Agreement or the amount of three thousand dollars
($3,000.00), whichever amount shall be greater.

8.8      Remuneration of Escrow Agent

The Issuer will pay the Escrow Agent reasonable remuneration for its services
under this Agreement, which fees are subject to revision from time to time on 30
days' written notice. The Issuer will reimburse the Escrow Agent for its
expenses and disbursements. Any amount due under this section and unpaid 30 days
after request for such payment, will bear interest from the expiration of such
period at a rate per annum equal to the then current rate charged by the Escrow
Agent, payable on demand.

ARTICLE 9 NOTICES

9.1      Notice to Escrow Agent

Documents will be considered to have been delivered to the Escrow Agent on the
next business day following the date of transmission, if delivered by fax, the
date of delivery, if delivered by hand during normal business hours or by
prepaid courier, or 5 business days after the date of mailing, if delivered by
mail, to the following:

Equity Transfer Services Inc.
Suite 420, Richmond Adelaide Centre
120 Adelaide Street West
Toronto, Ontario
M5H 4C3

Attention: Richard Barnowski
Fax Number: (416) 361-0470

9.2      Notice to Issuer

Documents will be considered to have been delivered to the Issuer on the next
business day following the date of transmission, if delivered by fax, the date
of delivery, if delivered by hand during normal business hours or by prepaid
courier, or 5 business days after the date of mailing, if delivered by mail, to
the following:

Northwestern Mineral Ventures Inc.
36 Toronto Street, Suite 1000
Toronto, Ontario
M5C 2C5

Attention: Kabir Ahmed
Fax Number: (416) 946-1951





                                       15





9.3      Deliveries to Securityholders

Documents will be considered to have been delivered to the Securityholder on the
date of delivery, if delivered by hand or by prepaid courier, or 5 business days
after the date of mailing, if delivered by mail, to the address on the Issuer's
share register.

Any share certificates or other evidence of the Securityholder's escrow
securities will be sent to the Securityholder's address on the Issuer's share
register unless the Securityholder has advised the Escrow Agent in writing
otherwise at least ten business days before the escrow securities are released
from escrow. The Issuer will provide the Escrow Agent with the Securityholder's
address as listed on the Issuer's share register.

9.4      Change of Address

         (a)  The Escrow Agent may change its address for delivery by delivering
              notice of the change of address to the Issuer and to the
              Securityholder.

         (b)  The Issuer may change its address for delivery by delivering
              notice of the change of address to the Escrow Agent and to the
              Securityholder.

         (c)  The Securityholder may change the Securityholder's address for
              delivery by delivering notice of the change of address to the
              Issuer and to the Escrow Agent.

9.5      Postal Interruption

A Party to this Agreement will not mail a document it is required to mail under
this Agreement if the Party is aware of an actual or impending disruption of
postal service.


ARTICLE 10 GENERAL

10.1     Interpretation - "holding securities"

When this Agreement refers to securities that the Securityholder "holds", it
means that the Securityholder has direct or indirect beneficial ownership of, or
control or direction over, the securities.

10.2     Further Assurances

The Parties will execute and deliver any further documents and perform any
further acts reasonably requested by any of the Parties to this Agreement which
are necessary to carry out the intent of this Agreement.

10.3     Time

Time is of the essence of this Agreement.

10.4     Incomplete IPO

If the Issuer does not complete its IPO and has become a reporting issuer in one
or more jurisdictions because it has obtained a receipt for its IPO prospectus,
this Agreement will remain





                                       16





in effect until the securities regulators in those jurisdictions order that the
Issuer has ceased to be a reporting issuer.

10.5     Governing Laws

The laws of the Province of Ontario and the applicable laws of Canada will
govern this Agreement.

10.6     Jurisdiction

The Ontario Securities Commission has jurisdiction over this Agreement and the
escrow securities.

10.7     Consent of Securities Regulators to Amendment

Except for amendments made under Part 3, the Ontario Securities Commission must
approve any amendment to this Agreement and will apply mutual reliance
principles in reviewing any amendments that are filed with it. Therefore, the
consent of the Ontario Securities Commission will evidence the consent of all
securities regulators with jurisdiction.

10.8     Counterparts

The Parties may execute this Agreement by fax and in counterparts, each of which
will be considered an original and all of which will be one agreement.

10.9     Singular and Plural

Wherever a singular expression is used in this Agreement, that expression is
considered as including the plural or the body corporate where required by the
context.

10.10    Language

This Agreement has been drawn up in the English language at the request of all
Parties. Cette convention a ete redige en anglais a la demande de toutes les
Parties.

10.11    Benefit and Binding Effect

This Agreement will benefit and bind the Parties and their heirs, executors,
administrators, successors and permitted assigns and all persons claiming
through them as if they had been a Party to this Agreement.

10.12    Entire Agreement

This is the entire agreement among the Parties concerning the subject matter set
out in this Agreement and supersedes any and all prior understandings and
agreements.

10.13    Successor to Escrow Agent

Any corporation with which the Escrow Agent may be amalgamated, merged or
consolidated, or any corporation succeeding to the business of the Escrow Agent
will be the successor of the



                                       17




Escrow Agent under this Agreement without any further act on its part or on the
part or any of the Parties, provided that the successor is recognized as a
transfer agent by the Canadian exchange the Issuer is listed on (or if the
Issuer is not listed on a Canadian exchange, by any Canadian exchange) and
notice is given to the securities regulators with jurisdiction.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

































The Parties have executed and delivered this Agreement as of the date set out
above.

SIGNED, SEALED AND DELIVERED
     IN THE PRESENCE OF


"Jay Goldman"                                  "Kabir Ahmed"
- -------------------------------------          ---------------------------------
WITNESS                                        KABIR AHMED

Jay Goldman
- -------------------------------------
NAME OF WITNESS


                                       EQUITY TRANSFER SERVICES INC.

                                       PER:    "Richard Barnowski"
                                               ---------------------------------
                                               Name: Richard Barnowski

                                               ---------------------------------
                                               Title: Vice-President


                                       NORTHWESTERN MINERAL VENTURES INC.

                                       PER:    "Scott Waldie"
                                               ---------------------------------
                                               Name: Scott Waldie

                                               ---------------------------------
                                               Title: Director

                                       PER:    "Jon North"
                                               ---------------------------------
                                               Name: Jon North

                                               ---------------------------------
                                               Title: Director










                                       19




                                  SCHEDULE "A"



SECURITYHOLDER

NAME:  KABIR AHMED

SECURITIES:              NUMBER                   CERTIFICATE(S) (IF APPLICABLE)
Common Shares            100,000                  No. 1

                         150,000                  No. 2

                         150,000                  No. 3

                         150,000                  No. 4

                         150,000                  No. 5

                         150,000                  No. 6

                         150,000                  No. 7









                                       A-1





                                  SCHEDULE "B"


ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

I acknowledge that the securities listed in the attached Schedule "A" (the
"ESCROW SECURITIES") have been or will be transferred to me and that the escrow
securities are subject to an Escrow Agreement dated January 9, 2004 (the "ESCROW
AGREEMENT").

For other good and valuable consideration, I agree to be bound by the Escrow
Agreement in respect of the escrow securities, as if I were an original
signatory to the Escrow Agreement as the Securityholder.

Dated at ____________________ on __________.



Where the transferee is an individual:



SIGNED, SEALED AND DELIVERED
     IN THE PRESENCE OF

- ----------------------------------------------    ------------------------------
WITNESS                                           TRANSFEREE

- ----------------------------------------------
NAME


Where the transferee is not an individual:



SIGNED, SEALED AND DELIVERED
     IN THE PRESENCE OF

- ----------------------------------------------
AUTHORIZED SIGNATORY

- ----------------------------------------------
AUTHORIZED SIGNATORY






                                       B-1