THIS AGREEMENT made and dated for reference the 28th day of January, 1999 BETWEEN:

THIS AGREEMENT made and dated for reference the 28^th day of January, 1999

BETWEEN:

XXXXX XXXXXX, of Xxx 000, Xxxxxxxx, Xxxxxxx Xxxxxxxx;

(hereinafter referred to as "Xxxxxx")

OF THE FIRST PART AND:

,IACQUIE XXXXX, of Xxxxx Lake, British Columbia; and

XXXXX ,X. XXXXXXX, of Xxxxxxxx, British Columbia;

(hereinafter referred to as "Xxxxxxx Xxxxx" and "Xxxxxxx")

OF THE SECOND PART AND:

XXXXXX GOLD EXPLORATIONS LTD., of 10^th Floor - 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx;

OF THE THIRD PART

WHEREAS Xxxxxx, Xxxxx X. Xxxxx and Xxxxxxx entered into an option agreement (the "First Agreement") dated September 2, 1992 in respect to the mineral claim located in the Omineca Mining Division of the Province of British Columbia, which are more particularly described in Schedule A and Map I attached to an Option Agreement (the "Second Agreement") between Xxxxxx and Xxxxxx dated December 5, 1992.

AND WHEREAS Xxxxx X. Xxxxx is deceased and Xxxxxxx Xxxxx has inherited the interest of Xxxxx X. xxxxx in the First Agreement.

AND WHEREAS the parties hereto wish to modify and amend the terms of the First Agreement and the Second Agreement.

AND WHEREAS paragraph 4 of the First Agreement and paragraph 1.1 of the Second Agreement provide for yearly payments (the "Royalty Payments").

-2-

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the payments and the premises, the mutual covenants and agreements hereinafter contained, the parties hereto have agreed and do hereby agree as follows:

1.

The parties hereto agree that in the place and stead of the Royalty Payments to be made for the years 1997, 1998 and 1999, Xxxxxx, within five (5) days of receipt of Vancouver Stock Exchange approval of this Agreement, shall issue and allot to each of Xxxxxxx and Xxxxxxx Xxxxx One Hundred and Fifty Thousand (150,000) common shares at a deemed price equal to the market price of the said common shares on the date of such approval.

2.

The amount of the deemed price for all of the shares so issued shall be deducted from the amount of $300,000 and the balance shall be added to the buyout payment price which is described in paragraph 19 of the First Agreement.

3.

This Agreement shall not effect the calculation or payments to be made as Royalty Payments from the year 2000 and succeeding years.

4.

The parties hereto agree that the First Agreement and the Second Agreement are in full force and effect save as provided for in this agreement.

5.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.