0001255294-06-000905 Sample Contracts

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 15th, 2006 • Colombia Goldfields LTD • Services-miscellaneous business services

This Second Amendment to Stock Purchase Agreement (this "Second Amendment ") is dated December ___, 2006 and is by and among Colombia Goldfields Ltd., a Delaware corporation ("Buyer"), RNC (Colombia) Limited, a Belize corporation and its wholly owned subsidiary, Compania Minera de Caldas S.A., a Colombian corporation ("Caldas"), (together referred to herein as the "Company") and, Investcol Limited, a Belize corporation ("Seller"). Certain other capitalized terms used herein are defined in the Agreement (defined below).

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