Filed by sedaredgar.com - Osprey Ventures, Inc. - Exhibit 10.2






FIRST AMENDMENT TO OPTION TO PURCHASE AND ROYALTY
AGREEMENT 

This FIRST AMENDMENT TO OPTION TO PURCHASE AND ROYALTY
AGREEMENT is dated as of May 15, 2008. 

BETWEEN: 


  
    
      
        JIUJIANG GAO FENG MINING INDUSTRY LIMITED COMPANY,
          a company duly incorporated under the laws of Jiangxi Province, China
          and having an address at Long Xiang Country Trade Building, Kowloon
          Street, Jiujiang City, Jiujiang Province, China 

        (hereinafter called "Jiujiang”) 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        OSPREY VENTURES, INC., a company duly incorporated
          under the laws of the State of Wyoming, having its registered office
          at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming, 82001 

        (hereinafter called "Osprey") 

      

    

  



OF THE SECOND PART 

       
  WHEREAS, as a result of Osprey having being delayed in the
submission and completion of its S-1 registration statement and accompanying
initial public offering, Osprey and Jiujiang desire to amend that certain Option
To Purchase And Royalty Agreement dated April 22, 2007 such as to extend the May
31, 2008 deadline for the completion of the first phase of the exploration
program from May 31, 2008 to May 31, 2009 and to extend any and all dates in the
Option to Purchase and Royalty Agreement by one full 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 Osprey and Jiujiang dated April 22, 2007 is hereby amended in relevant
part to read as follows: 

	3. 	
      OPTION

	 	 	 
	3.1 	
      Jiujiang hereby gives and grants to Osprey the sole and
      exclusive right and option to acquire 25% of the right, title and interest
      of Jiujiang in and to the Property, subject only to Jiujiang receiving the
      annual payments, shares and the Royalty, in accordance with the terms of
      this Agreement for and in consideration of the following:

	 	 	 
		(a) 	
      Osprey, or its permitted assigns, incurring exploration
      expenditures on the Property of a minimum of US $20,000 on or before May
      31, 2009;

	 	 	 
		(b) 	
      Osprey, or its permitted assigns, incurring exploration
      expenditures on the Property of a further US $40,000 for aggregate minimum
      exploration expenses of US $60,000 on or before May 31, 2010;
  and








	Amendment to Option To Purchase And Royalty Agreement 	2. 
	Between Jiujiang Gao Feng Mining Industry Limited Company
      and Osprey Ventures, Inc. 	  
	May 15, 2008 	 
    



	 	(c) 	
      Osprey shall allot and issue 1,000,000 shares in the
      capital of Osprey to Jiujiang upon completion of a phase I exploration
      program as recommended by a competent
geologist;




	3.2 	
      Upon exercise of the Option, Osprey agrees to pay
      Jiujiang, commencing May 31, 2011, the sum of US $25,000 per annum as
      prepayment of the Net Smelter Royalty for so long as Osprey, or its
      permitted assigns, hold any interest in the Property. Failure to make any
      such annual payment shall result in termination of this Agreement in
      accordance with Section 5.1.

	 	 	 
	3.3 	
      Jiujiang further grants to Osprey the right to acquire an
      additional 26% of the right, title and interest of Jiujiang in and to the
      Property by the payment of US $25,000 and by incurring an additional US
      $100,000 in exploration expenditures on the Property on or before May 31,
      2011.

	 	 	 
	5. 	
      TERMINATION

	 	 	 
	5.1 	
      Subject to Section 8, this Agreement and the Option will
      terminate:

	 	 	 
		(a) 	
      on May 31, 2009 at 11:59 P.M., unless on or before that
      date, Osprey has incurred exploration expenditures of a minimum of US
      $20,000 on the Property;

	 	 	 
		(b) 	
      on May 31, 2010 at 11:59 P.M., unless on or before that
      date, Osprey has incurred exploration expenditures of a cumulative minimum
      of US $60,000 on the Property;

	 	 	 
		(c) 	
      at 11:59 P.M. on May 31 of each and every year,
      commencing on May 31, 2011, unless Osprey has paid to Jiujiang the sum of
      US $25,000 on or before that date.



All other terms, conditions and covenants of the Option To
Purchase And Royalty Agreement remain unchanged and in full force and effect.


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

JIUJIANG GAO FENG MINING INDUSTRY LIMITED COMPANY 

 

Per: 

              
by its Authorized Signatory 

OSPREY VENTURES, INC. 

 

Per: 

               
by its Authorized Signatory