SECOND AMENDING AGREEMENT
This SECOND AMENDING AGREEMENT, made as of the 1st day of August, 2000, to
the Assignment Agreement dated for reference July 20, 1999, the Option Agreement
dated for reference July 20, 1999 and the Amending Agreement dated for reference
February 9, 2000.
BETWEEN:
GERRY DIAKOW, Mining Engineer, of 1537 - 54th Street, Delta, British Columbia
V4M 3H6
("Diakow")
AND:
QUILCHENA RESOURCES, INC., a Nevada corporation, c/o 3400 - 666 Burrard Street,
Vancouver, British Columbia V6C 3M7
("Quilchena")
WHEREAS:
A. By an Option Agreement dated for reference July 20, 1999 (the "Option
Agreement"), Diakow granted Wet Coast Capital Corporation an option to acquire a
100% interest in the Property in partial consideration of completing the
recommended work program within 12 months of the Option Agreement;
B. By an Assignment Agreement made between Wet Coast Capital Corporation and
Quilchena dated for reference July 20, 1999 (the "Assignment Agreement"), Wet
Coast Capital Corporation assigned its entire interest in the Option Agreement
to Quilchena in partial consideration for agreeing to finance the work program
on the Property referred to in the paragraph 3(a) of the Option Agreement;
C. By an Amending Agreement dated for reference February 9, 2000 (the
"Amending Agreement"), Diakow and Quilchena agreed to amend Section 3(a) of the
Option Agreement by deleting the phrase "within 12 months of the date of this
agreement" and replacing it with the phrase "on or before December 31, 2000";
and
D. The parties wish to further amend the Option Agreement pursuant to the
terms and conditions of this Second Amending Agreement;
IN CONSIDERATION of the recitals and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree that:
1. The Option Agreement, as amended by the Amending Agreement, is further
amended by deleting the phrase "on or before December 31, 2000" found in Section
3(a) and replacing it with the phrase "on or before December 31, 2001".
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2. The Option Agreement and the Assignment Agreement will be read and
construed together with the Amending Agreement and the Second Amending
Agreement, and both the Option Agreement and the Assignment Agreement will
remain in full force and effect.
3. In the event of any inconsistencies between the Second Amending
Agreement, and any of the Option Agreement, the Assignment Agreement or the
Amending Agreement, the Second Amending Agreement shall govern.
4. All terms, conditions, covenants, agreements, benefits and obligations
contained in the Option Agreement and in the Assignment Agreement, as amended by
the Amending Agreement and the Second Amending Agreement, shall be binding upon
and enure to the benefit of the parties hereto and their respective successors
and assigns.
THE PARTIES' SIGNATURES below are evidence of their agreement.
SIGNED, SEALED and DELIVERED by
GERRY DIAKOW in the presence of: )
)
/s/ signed )
Signature )
M. Mendelman )
Print Name ) /s/ Gerry Diakow
3161 West 4th ) GERRY DIAKOW
Vancouver, BC )
Address )
)
Occupation )
QUILCHENA RESOURCES, INC
Per: /s/ Derek Herman
Authorized Signatory
