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