EXHIBIT 10.2 MINERAL PROPERTY AMENDING AGREEMENT THIS AGREEMENT dated for reference November 5,2002. BETWEEN: ROBERT GORDON ANDERSON, Seven Mile Beach, P.O. Box 30620, Grand Cayman; and (the "Optionor")

      EXHIBIT 10.2
             MINERAL PROPERTY AMENDING AGREEMENT


           THIS  AGREEMENT dated for reference  November  5,2002.


BETWEEN:

          XXXXXX   XXXXXX  XXXXXXXX,  Seven   Xxxx
          Xxxxx, X.X. Xxx 00000, Xxxxx Xxxxxx; and

               (the "Optionor")

                                                OF THE FIRST PART

AND:

                BLUESTONE VENTURES, INC.,  a  body
          corporate, duly incorporated  under  the
          laws  of the State of Nevada and  having
          an  office  at  0xx  Xxxxx,  0000  Xxxxx
          Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
          0X0;

          (the "Optionee")

                                          OF THE SECOND PART

W H E R E A S :

A.         The  Optionor  and The Optionee  entered  into  a
Mineral  Property Option Agreement dated December  15,  2000
(the  "Agreement"),  whereby the  Optionor  granted  to  the
Optionee  the  exclusive right to acquire an undivided  100%
undivided right, title and interest in and to the  Nag  Lake
property   located  in  the  Thunder  bay  Mining  District,
Ontario, Canada (Claim no. TB1195902) (the "Claims");

B.        The Optionor and the Optionee both desire that the
Agreement be amended as set forth below;

           NOW THEREFORE IN CONSIDERATION of the payment  of
ONE  THOUSAND  DOLLARS ($1,000.00) by the  Optionee  to  the
Optionor,  the  receipt and sufficiency of which  is  hereby
acknowledged,  and  other  good and valuable  consideration,
including  the  premises,  mutual covenants  and  agreements
herein  contained,  the parties hereto agree  to  amend  the
Agreement as follows:

1.         Subparagraphs 5.1 (b) and (c) be and  are  hereby
deleted in their entirety and replaced with the following:



       Cash Payments

      (b)   Pay to the Optionor a total of $250,000  in  the
following manner:

                     (i)   $25,000  upon execution  of  this
               Agreement (the Optionor acknowledges  receipt
               of this payment);

                    (ii) $25,000 by June 1, 2003;

          (iii)     $100,000 by June 1, 2004;

          (iv) $100,000 on June 1, 2005;

          Expenditure Commitments

          (c)    Provide   funding  of  minimum   cumulative
          expenditures for exploration and development  work
          on  the  Claims  of  at least $100,000  under  the
          direction  of  a  qualified geologist  or  project
          engineer in the following manner:

                     (i)   $10,000  of  expenditures  to  be
               incurred,  or caused to be incurred,  by  the
               Optionee on the Claims by August 30, 2003;

                     (ii) No less than a further $30,000  of
               expenditures to be incurred, or caused to  be
               incurred,  by the Optionee on the  Claims  by
               August 30, 2004; and

                    (iii)     No less than a further $60,000
               of  expenditures to be incurred, or caused to
               be incurred, by the Optionee on the Claims by
               August 30, 2005."

2.   All  of  the  terms  and conditions of  the  Agreement,
     except  as amended or modified hereby, remain  in  full
     force and effect.

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

                                           BLUESTONE VENTURES,INC.
/s/ Xxxxxx Xxxxxx Anderson___________________________  /s/ Xxxxxx Xxxx
Xxxxxx Xxxxxx  Xxxxxxxx   ____________________________  Authorized Signatory