AMENDMENT NO. 1 TO SILVER AGREEMENT

AMENDMENT NO. 1 TO SILVER AGREEMENT

THIS AGREEMENT dated for reference the 20th day of October, 2008.

BETWEEN:

SILVER WHEATON CORP., a corporation existing under the laws of the Province of Ontario

(“Silver Wheaton”)

AND:

XXXX RECLAMATION & DEVELOPMENT COMPANY LTD., a corporation existing under the laws of the Yukon Territory

(“ERDC”)

AND:

ALEXCO RESOURCE CANADA CORP., a corporation existing under the laws of the Province of British Columbia

(“ARCC” and together with ERDC, the “Owners”)

AND:

ALEXCO RESOURCE CORP., a corporation existing under the laws of the Province of British Columbia

(“Alexco”)

WHEREAS:

A.	Silver Wheaton, ERDC, ARCC and Alexco entered into a Silver Purchase Agreement dated as of October 2, 2008 (the “Silver Agreement ”) relating to the sale of silver by the Owners to Silver Wheaton;

B.	Schedule “A1” to the Silver Agreement detailed the mineral rights included in the Mining Properties.

C.	Certain mineral rights were inadvertently omitted from Schedule “A1” to the Silver Agreement.

D.	The said omitted mineral rights are subject to certain royalties, which royalties should be included in the definition of Existing Royalties;

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E.	Certain of the mineral rights detailed in Schedule “A1” to the Silver Agreement are subject to a royalty which should be included in the definition of Existing Royalties; and

F.	The parties desire to amend the Silver Agreement upon the terms and conditions set forth herein.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of one (Cdn$1.00) Canadian dollar paid by the parties to each other and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant as follows:

1.	In this Agreement, including the recitals hereto, unless otherwise specifically defined or unless there is something in the subject matter or context inconsistent therewith, capitalized expressions shall have the meanings ascribed to them in the Silver Agreement.

2.	The definition of Mining Properties in Subsection 1(iii) the Silver Agreement be deleted and the following be substituted therefor:

““Mining Properties” means:

	(i)	the mineral rights listed in Schedule “A1” attached hereto and all accessions thereto and successions thereof, whether created privately or through governmental action;

	(ii)	the mineral rights listed in Schedule “A4” attached hereto and all accessions thereto and successions thereof, whether created privately or through governmental action; and

	(iii)	the surface leases and fee simple lands appurtenant to the mineral rights listed in Schedule “A2” attached hereto and all accessions thereto and successions thereof, whether created privately or through governmental action.”

3.	The definition of Existing Royalties in Subsection 1(hh) the Silver Agreement be amended by the addition of the following:

	“ (iv)	0.5% net smelter return royalty in favour of Eagle Plains Resources Ltd. charging the Mining Properties so indicated in Schedule I;

	(v)	1% net smelter return royalty in favour of Eagle Plains Resources Ltd. charging the Mining Properties so indicated in Schedule I;

	(vi)	2% net smelter return royalty in favour of Eagle Plains Resources Ltd. charging the Mining Properties so indicated in Schedule I;

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(vii)

2% net smelter return royalty in favour of Xxxxxxx Xxxxx charging the Mining Properties indicated in Schedule J;”

4.	The reference in Subsection 16(b) of the Silver Agrement to “forty-five (45) days” be deleted and “ninety (90) days” be substituted therefor.

5.	Schedule A4, in the form attached as Xxxxxxxx 0 xxxxxx, xx added to the Silver Agreement.

6.	Schedule A3 to the Silver Agreement be deleted and replacement Schedule A3, in the form attached as Appendix 2 hereto, be substituted therefor.

7.	Schedules I, in the form attached as Xxxxxxxx 0 xxxxxx, xx added to the Silver Agreement.

8.	Schedules J, in the form attached as Xxxxxxxx 0 xxxxxx, xx added to the Silver Agreement.

9.	Each of the parties hereto represents and warrants to each of the other parties hereto that it has taken all necessary action to authorize the creation, execution, delivery and performance of this Agreement and this Agreement has been duly executed by such party, as required, and when delivered, will be a legal, valid and binding obligation of such party, enforceable in accordance with its terms and with the terms of the Silver Agreement.

10.	This Agreement is to be read together with and form part of and shall have the same effect as though incorporated in the Silver Agreement.

11.	Except as otherwise amended by this Agreement, the provisions of the Silver Agreement shall be and continue in full force and effect and are hereby confirmed.

12.	This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

13.	This Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws).

14.	Time is of the essence in this Agreement.

15.	This Agreement may be executed in several parts in the same form and by facsimile, and such parts as so executed shall together constitute one original document, and such parts, if more than one, shall be read together and construed as if all the signing parties had executed one copy of this Agreement.