exh4-162.htm


    Exhibit 4.162

    


      MORIN
AMENDMENT AGREEMENT #2

      


      AMENDMENT
AGREEMENT dated for reference the 14th day
of May 2009

      


      BETWEEN:

      


      AMADOR GOLD CORP.

      Suite 711
- 675 West Hastings Street

      Vancouver,
British Columbia  V6B 1N2

      


      (the
above hereinafter referred to as the "Optionee")

      


      OF
THE FIRST PART

      


      AND:

      


      DENIS MORIN

      Ivanhoe
Lake

      Foleyet,
Ontario  P0M 1T0

      


      AND:

      


      ROGER DENOMME

      Post
Office Box 1625

      Timmins,
Ontario P4N 7W8

      


      (collectively
referred to hereinafter as the "Optionors")

      


      OF
THE SECOND PART

      


      WHEREAS the Optionee and the
Optionor entered into an option agreement dated for reference the 28th day
of May 2006 and an Amendment Agreement dated the 21st day
of March 2007 (collectively, the “Morin Agreement”) and the parties wish to
amend the terms of the Morin Agreement.

      


      NOW THEREFORE in consideration
of the premises and the mutual covenants and agreements herein contained, the
parties agree as follows:

      


      
        	
                1.

              	
                Sections
      3 and 4 to the Morin Agreement be deleted in their entirety and replaced
      with Sections 3 and 4 as written
below:

              


      

      


      
        	
                 
      

              	
                “3.

              	
                TERMS OF THE
      OPTION

              


      

      


      In order
to maintain the Option in good standing and earn a 100% right, title and
undivided interest in and to the Property, the Optionee, subject to paragraph 2,
shall:

      


      
        	
                 
      

              	
                (a)

              	
                pay
      to the Optionor $10,000 upon receipt of regulatory approval
      (paid);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                pay
      to the Optionor a further $20,000 on or before July 12, 2007
      (paid);

              


      

      


      
        	
                 
      

              	
                (c)

              	
                pay
      to the Optionor a further $30,000 on or before July 12, 2008
      (paid);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                pay
      to the Optionor a further $30,000 on or before July 12,
    2009;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                issue
      to the Optionor 20,000 common shares of the Optionee upon receipt of
      regulatory approval (issued);

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (f)

              	
                issue
      to the Optionor a further 40,000 common shares of the Optionee on or
      before July 12, 2007 (issued);

              


      

      


      
        	
                 
      

              	
                (g)

              	
                issue
      to the Optionor a further 60,000 common shares of the Optionee on or
      before July 12, 2008 (issued); and

              


      

      


      
        	
                 
      

              	
                (h)

              	
                issue
      to the Optionor a final 100,000 common shares of the Optionee on or before
      July 12, 2009.

              


      

      


      
        	
                 
      

              	
                4.

              	
                EXERCISE
      OF THE OPTION

              


      

      


      If the
Optionee has paid $90,000 and issued 220,000 common shares to the Optionor, the
Optionee shall be deemed to have exercised the Option and will have acquired an
undivided 100% right, title and interest in and to the Property, subject only to
the Royalty Interest reserved to the Optionor.”

      


      
        	
                2.

              	
                In
      all other respects the terms of the Morin Agreement remain as
      written.

              


      

      


      
        	
                3.

              	
                Time
      shall be of the essence of this Amendment
  Agreement.

              


      

      


      
        	
                4.

              	
                The
      parties hereto covenant and agree to execute and deliver all such further
      documents as may be required to carry out the full intent and meaning of
      this Amendment Agreement and to effect the transactions contemplated
      hereby.

              


      

      


      
        	
                5.

              	
                This
      Amendment Agreement shall be governed by and interpreted in accordance
      with the laws of the Province of
Ontario.

              


      

      


      
        	
                6.

              	
                This
      Amendment Agreement together with the Morin Agreement constitutes the
      entire agreement between the parties and supersedes all previous
      understandings, communications, representations and agreements between the
      parties with respect to the subject matter of this Amendment
      Agreement.

              


      

      


      
        	
                7.

              	
                This
      Amendment Agreement will enure to the benefit of and be binding upon the
      parties hereto and their respective successors and permitted
      assigns.

              


      

      


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

      


      AMADOR GOLD
CORP.                                            )

      )

      )

      Per:
_/s/ Alan
Campbell__________________        
)

                 Alan
Campbell, CFO &
Director                        )

      


      SIGNED
and DELIVERED
by                                       )

      DENIS MORIN in the presence
of:                            
)

                                                                                               
)

                                                                                               
)

      Witness
Name (printed &
signed)                                 )

                                                                                                )         /s/ Denis Morin                                                           


                                                                                                )         DENIS MORIN

      Witness
Address                                                             )

                                                                                               
)

                                                                                               
)

      


      SIGNED
and DELIVERED
by                                       
)

      ROGER DENOMME in the presence
of:                  )

                                                                                               
)

                                                                                               
)

      Witness
Name (printed &
signed)                                 )


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

                                                                                               
)         /s/ Roger
Denomme                                                     

                                                                                               
)         ROGER DENOMME

      Witness
Address                                                             )

                                                                                               
)

                                                                                               
)
 


      
        
           


        

        
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