================================================================================

                       MINERAL PROPERTY PURCHASE AGREEMENT
                    AMENDMENT TO AGREEMENT DATED JULY 3, 2003


                  THIS AGREEMENT dated for reference January 24, 2005.


BETWEEN:

                  PETER FLUECK, 18912 121ST Avenue N.W., Edmonton, Alberta,
                  T5V 1R3;

                  (the "Vendor")

                                                              OF THE FIRST PART

AND:

                  BROOKMOUNT  EXPLORATION INC., a body corporate,  duly
                  incorporated under the laws of the  State of Nevada and having
                  its head  office  at 1400 - 400 Burrard Street, Vancouver,
                  British Columbia, V6C 3G2;

                  ("Brookmount")

                                                             OF THE SECOND PART

W H E R E A S :

A.                By an agreement dated July 3, 2003,  the Vendor agreed to sell
a 100% interest in the Ahui Grande mineral property to Brookmount;

B.                Due to  fluctuations  in the exchange  rate between  Canadian
and United States dollars, the Vendor and Brookmount have agreed to amend the
Agreement upon the terms located in Ahuigrande Parish, Comas District,
Concepcion Province of the Department of Junin, Peru which property is more
particularly described in Schedule "A" attached hereto which forms a material
part hereof (collectively, the "Concessions");

B.                The Vendor has agreed to sell and  Brookmount has agreed to
purchase a 100% right, interest and title in and to the Concessions upon the
terms and conditions hereinafter set forth;

                  NOW THEREFORE THIS AGREEMENT  WITNESSETH that in consideration
of the mutual covenants and provisos herein contained,  THE PARTIES HERETO AGREE
AS FOLLOWS:

as set forth below;

<page>

                                       2


                  NOW THEREFORE IN  CONSIDERATION  of the payment of TEN DOLLARS
($10.00) by each party to the other,  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.                Paragraph 3 of the Agreement be and is hereby deleted in their
entirety and replaced with the following:

         "3.               SALE OF CONCESSIONS

                           The  Vendor  hereby  sells,  grants  and  devises  to
         Brookmount  a 100%  undivided  right,  title and interest in and to the
         Concessions in consideration of Brookmount paying $22,500 to the Vendor
         and issuing  5,000,000 shares of restricted common stock in its capital
         to the  individuals  listed  in  Schedule  "B" to this  Agreement  upon
         closing of this Agreement."

2.                Paragraph  4.1 and 4.2 of the  Agreement  be and are  hereby
deleted in their entirety and replaced with the following:

         "4.1     The sale and purchase of the interest in the Concessions shall
                  be closed at 10:00 A.M.  on February 2, 2005 at the offices of
                  Gregory  S.  Yanke Law  Corporation,  200 - 675 West  Hastings
                  Street,  Vancouver,  British Columbia, or such other place and
                  time acceptable to both parties (the "Closing").

         4.2      At Closing,  Brookmount  shall be  obligated to deliver to the
                  Vendor   certificates   representing   5,000,000   shares   of
                  restricted   common  stock  in  its  capital   registered   in
                  accordance with Schedule "B" hereto and a cheque for $22,500."

3.                Schedule B of the Agreement be and is hereby  deleted in their
entirety and replaced with the following:

                                  SCHEDULE "B"
                                  ------------

Brookmount Explorations Inc. shall issue the 5,000,000 shares of restricted
common stock in its capital in connection with its purchase of the Concessions
as follows:


                    Name of Shareholder                      Number of Shares
                    -------------------                      ----------------

                    Peter Flueck                                 2,900,000
                    Zaf Sungur                                   1,050,000
                    Victor Stillwell                             1,050,000

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

<page>

                                       3

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


                                                    BROOKMOUNT EXPLORATIONS INC.

                                                    PER:
---------------------------                         ---------------------------
PETER FLUECK                                         Authorized Signatory