0001062993-05-001556 Sample Contracts

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • July 6th, 2005 • Bema Gold Corp /Can/ • Gold and silver ores

THIS SECOND AMENDMENT AGREEMENT, dated 1 July 2005 (this "Second Amendment"), is entered into by and among BCK VENTURES LIMITED (the "Borrower"), BEMA GOLD CORPORATION ("Bema"), WHITE ICE VENTURES LIMITED ("White Ice"), KUPOL VENTURES LIMITED ("Kupol Cyprus" and, collectively with White Ice and Bema, the "Guarantors"), and BAYERISCHE HYPO- UND VEREINSBANK AG (the "Lender").

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