Exhibit 10.4
AMENDMENT NO. 2 TO OPTION AGREEMENT
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THIS AGREEMENT made as of the 25th day of October, 2002.
BETWEEN:
XXXXX X. XXXXXXXXX Geologist, of Xxxxx 000,0000 Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Optionor")
OF THE FIRST PART
AND:
SOUTHBORROUGH VENTURES INC., a company duly
incorporated pursuant to the laws of the state of Nevada
(the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Optionor and the Optionee have entered into an option agreement
dated November 20, 2000, as amended, with respect to certain mineral
claims located in the Slocan Mining Division of British Columbia (the
"Option Agreement").
B. The Optionor and the Optionee entered into an amendment of the Option
Agreement dated July 29, 2001 in order to extend the dates for
completion of the required issuances of shares and completion of
exploration expenditures on the mineral claims.
C. The Optionor and the Optionee have agreed to further amend the dates
for the completion of the required issuance of shares and the required
completion of exploration expenditures on the mineral claims on the
terms and condtions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of
$500.00 US now paid by the Optionee to the Optionor (the receipt of which is
hereby acknowledged), the parties agree as follows:
1. Section 4(b) of the Option Agreement, as amended, is hereby deleted and
replaced with the following in order to extend the dates for completion of the
required issuances of shares and completion of Exploration Expenditures on the
Property as follows:
"4(b) The Option shall be exercised by the Optionee:
(i) paying the Optionor $1,000 U.S. on the execution of this
Agreement, the receipt of which is hereby acknowledged by
the Optionor;
(ii) allotting and issuing to the Optionor, as fully paid and
non-assesable, the Shares as follows:
(A) 5,000 shares forthwith upon execution of this Agreement
(which shares have been issued);
(B) 25,000 shares upon the completion of the second phase
of an exploration program on the Property on or before
June 30, 2003; and
(C) 25,000 shares upon the completion of the third phase of
an exploration program on the Property on or before
October 31, 2003
(iii) incurring Exploration Expenditures of $135,000 U.S. on the
Property on a three-phase exploration program as follows:
(A) $5,000 U.S. on or before July 31, 2002 (which has been
completed);
(B) a further $10,000 U.S. on or before June 30, 2003; and
(C) a further $120,000 U.S. on or before October 31, 2003.
In the event that the Optionee spends, in any of the above
periods, less than the specified sum, it may pay to the Optionor
the difference between the amount it actually spent and the
specified sum before the expiry of that penod in full
satisfaction of the Exploration Expenditures to be incurred. In
the event that the Optionee spends, in any period, more than the
specified sum, the excess shall be carried forward and applied
to the Exploration Expenditures to be incurred in succeeding
periods.
The Option shall be deemed to be exercised upon the Optionee
making all payments, issuing all shares and incurring all
Exploration Expenditures in accordance with this Paragraph
4(b)."
2. The Option Agreement, as previously amended, shall continue in full
force and effect without amendment except as expressly amended by this
Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written
SIGNED, SEALED AND DELIVERED
BY XXXXX X. XXXXXXXXX
in the presence of:
/s/ Xxxxx Xxxxxxx /s/ Xxxxx X. Xxxxxxxxx
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Signature of Witness XXXXX X. XXXXXXXXX
/s/ Xxxxx Xxxxxxx
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Name of Witness
0000 Xxxxxxx Xx. Xxx.
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Address
SOUTHBORROUGH VENTURES INC.
by its authorized signatory:
/s/ Xxxx X. Xxxxxx
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Authorized Signatory
