AMENDMENT
      NO. 1 TO REGISTRATION RIGHTS AGREEMENT 

    


    THIS
      AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (“Amendment
      No. 1”)
      is
      entered into by and among CrossPoint Energy Company, a Nevada corporation (f/k/a
      Electrum Mining Limited, the “Company”),
      and
      the several purchasers signatory hereto (each such purchaser is a “Purchaser”
and
      collectively, the “Purchasers”)
      as of
      the date the last Purchaser signs this Amendment No. 1.

    


    WITNESSETH:

    


    WHEREAS,
      the
      Company and the Purchasers are parties to that certain Registration Rights
      Agreement (the "Agreement")
      entered
      into as of June 30, 2006;

     

    WHEREAS,
      the
      Company and the Purchasers each desire to amend certain provisions of the
      Agreement to incorporate mutually agreed upon changes to the Agreement and
      the
      transactions contemplated thereby; and 

    


    WHEREAS,
      Section
      6(f) of the Agreement provides that any provision of the Agreement may be
      amended by writing, signed by each party to be bound by the
      amendment.

    


    NOW,
      THEREFORE,
      the
      Company and each of the Purchasers hereby agree as follows:

    


    
      1.    Definitions.
        Terms
        used herein and not otherwise defined shall have the meanings set forth in
        the
        Agreement.

    

    


    
      
        2.    Amendment.
          Effective as of the date of the Agreement:

      

    

    


    a.    Section
      1:
      The
      definition of “Effectiveness
      Date”
under
      Section 1 of the Agreement is hereby amended and restated in its entirety to
      read as follows:

    


    “Effectiveness
      Date”
means,
      with respect to the initial Registration Statement required to be filed
      hereunder, the 120th
      calendar
      day following the date the Merger is consummated and, with respect to any
      additional Registration Statements which may be required pursuant to Section
      3(c), the 90th
      calendar
      day following the date on which the Company first knows, or reasonably should
      have known, that such additional Registration Statement is required hereunder;
      provided,
      however,
      in the
      event the Company is notified by the Commission that one of the above
      Registration Statements will not be reviewed or is no longer subject to further
      review and comments, the Effectiveness Date as to such Registration Statement
      shall be the fifth Trading Day following the date on which the Company is so
      notified if such date precedes the dates required above.

     

    b.    Section
      1:
      The
      definition of “Registrable
      Securities”
under
      Section 1 of the Agreement is hereby amended and restated in its entirety to
      read as follows:

    


    “Registrable
      Securities”
means
      all of (i) the Merger Stock, (ii) the shares of Common Stock underlying the
      Merger Warrants, (iii) any additional shares issuable in connection with any
      anti-dilution provisions in the Warrants (without giving effect to any
      limitations on exercise set forth in the Warrant), (iv) any shares of Common
      Stock issued or issuable upon the conversion of the Notes, (v) any shares of
      Common Stock issued or issuable upon payment of any fees due and payable to
      the
      Purchasers under Section 2(b) of this Agreement; (vi) any shares of Common
      Stock
      issued or issuable as payment of interest on the Notes in accordance with the
      terms and provisions of the Notes; and (vii) any shares of Common Stock issued
      or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event with respect to the foregoing. 

     

    
      
         

      

      
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          1

        
          

        

      

      
         

      

    

    


    c.    Section
      1:
      The
      following definitions are added to Section 1 of the Agreement as
      follows:

    


    “PIK
      Payment”
means
      the delivery of a number of shares of Common Stock equal to the quotient of
      (i)
      the amount under Section 2(b) then due and payable to the Purchaser, divided
      by
      (ii) PIK Price, rounded up to the next full share.

     

    “PIK
      Period”
means
      the period during which the Common Stock is traded on a Stock Exchange beginning
      on the November 28, 2006 and ending on April 28, 2007.

     

    “PIK
      Price”
means
      the amount that is equal to 90% of the average of the VWAPs of the Common Stock
      for the ten Trading Days immediately prior to Event Date.

     

    “Stock
      Exchange”
means,
      in declining order of seniority, the New York Stock Exchange, the American
      Stock
      Exchange, the Nasdaq Stock Market, the OTC Bulletin Board System or the Pink
      Sheets Quotation Service.

     

    “Trading
      Day”
means
      any day upon which trades are processed on the New York Stock
      Exchange.

     

    “VWAP”
means,
      for any date, the price determined by the first of the following clauses that
      applies: (a) if the Common Stock is then listed or quoted on a Stock Exchange,
      the daily volume weighted average price of the Common Stock for such date (or
      the nearest preceding date) on the Stock Exchange on which the Common Stock
      is
      then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
      from
      9:30 a.m. New York City time to 4:02 p.m. New York City time); or (b) in all
      other cases, the fair market value of one share of Common Stock as determined
      by
      an independent appraiser selected in good faith by the Purchaser and reasonably
      acceptable to the Company.

     

    d.    Section
      2(b):
      The
      following sentence is added to the end of this Section 2(b) of the Agreement
      as
      follows:

    


    During
      the PIK Period, the Company may, upon receipt of confirmation by a Purchaser
      substantially similar to the one attached hereto as Exhibit
      A
      and
      incorporated herein by reference, make payments under this Section 2(b) by
      delivery of a number of shares of Common Stock equal to the PIK
      Payment.

     

    
      
         

      

      
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          2

        
          

        

      

      
         

      

    

     

    3.    Continued
      Validity.
      This
      Amendment No. 1 is intended to concern solely those matters set forth herein,
      and the Agreement (including the provisions of the Agreement not modified
      hereby), as modified by this Amendment No. 1, shall remain in full force and
      effect following the execution of this Amendment No. 1.

    


    4.    Governing
      Law.
      This
      Amendment No. 1 shall be construed and enforced in accordance with the laws
      of
      the State of New York.

    


    


    [SIGNATURES
      FOLLOW]

    


    
      
         

      

      
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          3

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Amendment No. 1 as of the date and year set
      forth below such party’s signature hereto.

     

     

    
      	 	 	 
	 	
              CROSSPOINT
                ENERGY COMPANY, 

              f/k/a,
                Electrum
                Mining Limited

            
	 
 	 
 	 
 
	 	By:  	 
	
               

            	
              
Name:
              Daniel F. Collins
              Title:
                President

              Date:
                January 9, 2007

            
	 	 

  

     

    [SIGNATURE
      PAGE OF PURCHASERS FOLLOWS]

     

    
      
         

      

      
        Page
          4

        
          

        

      

      
         

      

    

     

    [SIGNATURE
      PAGE OF PURCHASERS TO CROSSPOINT RRA]

    


    AMENDMENT
      NO. 1 TO REGISTRATION RIGHTS AGREEMENT 

    


    


    


    Name
      of
      Holder:                                                                                 

    


    Signature
      of Authorized Signatory of Holder:                                                                                 

     

    Name
      of
      Authorized
      Signatory:                                                                                 

    


    Title
      of
      Authorized
      Signatory:                                                                                 

    


    Date:                                                                                     

     

    


    


    [SIGNATURE
      PAGES CONTINUE]

     

    
      
         

      

      
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          5

        
          

        

      

      
         

      

    



    EXHIBIT
      A

    


    ATTACHED
      TO 

    AMENDMENT
      NO. 1 TO REGISTRATION RIGHTS AGREEMENT 

    


    


    


    The
      undersigned hereby agrees to have any payments owed to it by CrossPoint Energy
      Company, a Nevada corporation (the “Company”) under Section 2(b) of the
      Registration Rights Agreement dated June 30, 2006, by and among the Company
      and
      the Purchasers that are signatories thereto, as amended by Amendment No. 1
      to
      Registration Rights Agreement (the “Registration Rights Agreement”) paid by the
      Company in the form of a PIK Payment during the PIK Period, as each such term
      is
      defined in the Registration Rights Agreement.

    


    
      Name
        of
        Holder:                                                                                 

      


      Signature
        of Authorized Signatory of Holder:                                                                                 

       

      Name
        of
        Authorized
        Signatory:                                                                                 

      


      Title
        of
        Authorized
        Signatory:                                                                                 

      


      Date:                                                                                  

       

      
        
           

        

        
          
             Amendment
              Page
              6

            Ex. A. Page 1