<PAGE>



                        AMENDMENT #2 TO OPTION AGREEMENT
                        --------------------------------


THIS  AGREEMENT  made  as  of  the  20THday  of  December,  2002.
                                    ----


BETWEEN:

     ALAN  BRENT HEMINGWAY B.Sc., Geologist, of #50 - 1640 162nd Street, Surrey,
     British  Columbia,  V4A  6T9


     (the  "Optionor")

                                                         OF  THE  FIRST  PART
AND:
     PRINCETON  VENTURES,  INC.,
     A  Nevada  corporation

     (the  "Optionee")

                                                         OF  THE  SECOND PART


WHEREAS:


     A.   The  parties  entered  into an option agreement dated May 18, 2001, as
          amended  November  30,  2001  (the  "Agreement")
     B.   The  parties  wish  to amend the Agreement to extend certain dates for
          completion  of  work  programs  on  the  Property.


NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  THAT  in consideration of the mutual
covenants  and  conditions  herein  contained and in consideration of the sum of
$1.00  paid  by  the  Optionee  to  the Optionor (the receipt of which is hereby
acknowledged),  the  parties  have  agreed  and  do  hereby  agree  as  follows:

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1.     The  Agreement is hereby amended by deleting paragraph 4 and replacing it
with  the  following:

GRANT  AND  EXERCISE  OF  OPTION
--------------------------------

1.   (a) The Optionor hereby grants to the Optionee the sole and exclusive right
     and option to acquire a 100% undivided interest in and to the Property free
     and  clear  of  all  charges,  encumbrances  and  claims.

(b)  The  Option  shall  be  exercised  by  the  Optionee:

     (i)  paying  the  Optionor  $1,000 U.S. on the execution of this Agreement,
          the  receipt  of  which  is  hereby  acknowledged  by  the  Optionor;

     (ii) allotting  and  issuing  to  the  Optionor,  as  fully  paid  and
          non-assesable,  the  Shares  as  follows:

          (A)  5,000  shares  forthwith  upon  execution  of  this  Agreement;

          (B)  50,000  shares  upon  the  completion  of  the  third phase of an
               exploration  program  on  the  Property on or before November 30,
               2003

     (iii)  incurring  Exploration Expenditures of $135,000 U.S. on the Property
          on  a  three-phase  exploration  program  as  follows:

          (A)  $5,000  U.S.  on  or  before  March  31,  2002

          (B)  a  further  $10,000  U.S.  on  or  before  June  30,  2003;  and

          (C)  a  further  $120,000  U.S.  on  or  before  Novenber  30,  2003.

     In  the  event  that the Optionee spends, in any of the above periods, less
     than  the  specified sum, it may pay to the Optionor the difference between
     the  amount  it  actually  spent and the specified sum before the expiry of
     that  penod  in  full  satisfaction  of  the Exploration Expenditures to be
     incurred.  In  the event that the Optionee spends, in any period, more than
     the  specified  sum, the excess shall be carried forward and applied to the
     Exploration  Expenditures  to  be  incurred  in  succeeding  periods.

     The  Option  shall  be  deemed to be exercised upon the Optionee making all
     payments,  issuing all shares and incurring all Exploration Expenditures in
     accordance  with  this  Paragraph  4(b).

(c)  If  and  when  the Option has been exercised, a 100% undivided right, title
     and  interest  in  and  to the Property shall vest in the Optionee free and
     clear  of  all  charges,  encumbrances  and  claims.


<PAGE>


2.     The  Option  Agreement  shall  continue  in full force and effect without
amendment  except  as  expressly  amended  by  this  Agreement.







[THE  REMAINDER  OF  THIS  PAGE  IS  INTENTIONALLY  LEFT  BLANK]



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

SIGNED,  SEALED  AND  DELIVERED     )
BY  ALAN  BRENT  HEMINGWAY          )
in  the  presence  of:              )
                                    )
 /s/  Trevor  B.  Bentley           )     /s/  Alan  Brent Hemingway
____________________________________)____________________________________
Signature                           )  Signature
Trevor  B.  Bentley                 )
_________________________________   )
Name                                )
__________________________________  )
Address                             )


THE  COMMON  SEAL  OF
PRINCETON  VENTURES  INC.
was  hereunto  affixed  in  the
presence  of:

/s/  William  Robertson
________________________________     C/S
Authorized  Signatory