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AMENDMENT TO OPTION TO PURCHASE AND ROYALTY
AGREEMENT

This AMENDMENT TO OPTION TO PURCHASE AND ROYALTY
AGREEMENT is dated as of June 30, 2005.

BETWEEN:

RICHARD T. HEARD,
businessman, having an office at Suite 3003  438 Seymour Street, Vancouver,
B.C., V6B 6H4

and

NICHOLAS C. CARTER,
businessman, having an office at 1410 Wende Road, Victoria, B.C. V8P 3T5

(hereinafter jointly referred to as the
"Vendors")

PARTIES OF THE FIRST PART

AND:

INVISION CAPITAL,INC.,a company duly incorporated under the laws of the State of Nevada,
having an office at 768 Westcot Place, West Vancouver, B.C., V7S 1N9

(hereinafter referred to as
"Invision")

PARTY OF THE SECOND PART

WHEREAS
  Venders and Invision desire to amend that certain Option To Purchase And Royalty
  Agreement dated July 07, 2003 such as to extend the June 30, 2005 deadline for
  the completion of the second phase of the exploration program from June 30,
  2005 to June 30, 2006 and to extend all subsequent dates under the agreement
  by a period of one year.

NOW,
  THEREFORE, in consideration of the promises, the mutual agreements herein
  set forth and other good and valuable consideration, the receipt and adequacy
  of which are hereby acknowledged, the parties agree as follows:

The Option To Purchase And Royalty Agreement entered into
between Vendors and Invision dated July 07, 2003 is hereby amended in relevant
part to read as follows:

3. OPTION

|3.1 | Vendors hereby gives and grants to Invision the sole and
      exclusive right and option to acquire an undivided 100% of the right,
      title and interest of Vendors in and to the Claim, subject only to Vendors
      receiving the annual payments and the Royalty, in accordance with the
      terms of this Agreement for and in consideration of the
  following:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                             
|    | (c)                                                                                                                                                                                                                                                                                                                                                                         

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|Amendment to Option To Purchase And Royalty Agreement                         | 2.
|----------------------------------------------------------------------------- | --
|Between Richard T. Heard, Nicholas C. Carter and Invision
      Capital, Inc. |   
|June 30, 2005                                                                 |   

|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                      | Invision, or its permitted assigns, incurring exploration
      expenditures on the Claim of a further $100,000 on or before June 30,
      2007; and        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                      | payment of $50,000 by Invision to Vendors on or before
      January 1, 2008 as a prepayment of the Net Smelter Royalty.                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|3.2 | Upon exercise of the Option, Invision agrees to pay
      Vendors, commencing January 1, 2009, the sum of $50,000 per annum as a
      prepayment of the Net Smelter Royalty for so long as Invision, or its
      permitted assigns, holds any interest in the Claim. Failure to make any
      such annual payment shall result in termination of this Agreement in
      accordance with Section 5.1.
|    |                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|5.  | TERMINATION                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|5.1 | Subject to Section 8, this Agreement and the Option will
      terminate:                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                      | on June 30, 2006 at 11:59 P.M., unless on or before that
      date, Invision has incurred exploration expenditures of a further $75,000
      on the Claims;

IN WITNESS WHEREOFthe parties hereto have executed this
Agreement as of the day and year first above written.

|RICHARD T. HEARD         |  | NICHOLAS C. CARTER       
|------------------------ |  | -------------------------
|                         |  |                          
|                         |  |                          
|/s/ *R.T.
      Heard* |  | /s/ *N.C.
      Carter*
|By Richard T. Heard      |  | By. Nicholas C. Carter   

INVISION CAPITAL, INC.

|     |                                                        
|---- | -------------------------------------------------------
|Per: | /s/ *F.J. Rigney*                                    
|     | by its Authorized Signatory: Frank J. Rigney, President

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