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THIRD ADDENDUM TOMINERAL PROPERTIES SALE AND
PURCHASE AGREEMENTS ENTERED INTO PRIOR TO 2010 IN RESPECT OF

Primary Mining Licenses No. ________, _______, _______,
_______, _______(the Licenses)

BETWEEN:

DIRECTOR WITH COMPANYof P. O.
Box _________, Dar es Salaam, United Republic of Tanzania, a director and
shareholder of Geo Can Resources Company of P.O. Box _________, Dar es Salaam,
United Republic of Tanzania

(hereinafter called the The
Purchaser) (Of the First Part)

AND:

________________in partnership
with ______________________+of P.O. Box ___, ___________, United
Republic of Tanzania

(hereinafter individually referred to
as an Owner and collectively referred to as the Owners)

(of the Second Part)

WHEREAS:

|(a) | The Purchaser and the Owners entered into a Mineral
      Properties Sale and Purchase Agreement dated 21stMay 2009 in
      respect of the above mentioned Licenses as amended by an addendum between
      the parties dated 18thSept 2009 and a second addendum to the
      Agreement dated January 24, 2010 (the Agreement).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                    
|(b) | The Owners have received the Initial Payment and a second
      payment of the Initial Payment pursuant to 2.1.1 of the Agreement and have
      agreed to extend the subsequent payments.                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                    
|(c) | This Third Addendum supercedes and replaces the Second
      Addendum.                                                                                                                                                                                                                                                             

NOW THEREFORE THIS AGREEMENT WITNESSESthat in
consideration of the payments outlined in amended clauses 2.1.3 (i) and 2.1.4
(i) to be paid by the Purchaser to the Owners, the parties agree as follows:

|1.0 | The above recitals are true and correct and form part of
      this Amendment. 
|--- | -------------------------------------------------------------------------------
|    |                                                                                
|2.0 | Clause 2.1.3 of the Agreement is deleted and replaced
      with the following:

2.1.3 The Secondary Payment for each
Producing PML of Tsh __________listed on Schedule A shall be paid
as follows:

| | (A) | First payment of 50% paid as follows:
| | --- | -------------------------------------
| |     |                                      
| |     | (i)                                  
| |     |                                      
| |     | (ii)                                 

1

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| | (iii) | 60% of the 50% by July 24, 2010; which is 15% of the
      total Secondary Payment amount; and
| | ----- | ----------------------------------------------------------------------------------------------
| |       |                                                                                               
| | (iv)  | 40% of the 50% on October 24, 2010; which is 10% of the
      total Secondary Payment amount. 

| | (B) | 50% of Secondary Payment within twelve months of the date
      of execution of this Second Addendum.
| | --- | ------------------------------------------------------------------------------------------------------

|3.0 | Clause 2.1.4 is deleted and replaced with the
      following:
|--- | --------------------------------------------------------------

2.1.4 The Secondary Payment for each Non Producing PML of
Tsh ______________listed on Schedule A shall be paid in two
payments of 50% each as follows:

| | (A) | First payment of 50% of Secondary Payment paid as
      follows:
| | --- | ----------------------------------------------------------------

| | (i)   | 20% paid immediately upon execution of this Second
      Addendum by the Owner (the Execution Date); such payment has already
      been completed; and                        
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                  
| | (ii)  | 30% two weeks after the Purchaser has received written
      confirmation of the transfer of the PML(s) from the Commissioner; such
      payment has already been completed; and
| |       |                                                                                                                                                                                  
| | (iii) | 60% of the 50% by July 24, 2010; which is 15% of the
      total Secondary Payment amount; and                                                                                   
| |       |                                                                                                                                                                                  
| | (iv)  | 40% of the 50% by October 24, 2010; which is 10% of the
      total Secondary Payment amount.                                                                                    

| | (B) | 50% of Secondary Payment within twelve months of the date
      of execution of this Second Addendum.
| | --- | ------------------------------------------------------------------------------------------------------

|4.0 | Up until the Second and Final Secondary Payment of 50% is
      made for a PML, the Purchaser and any subsequent transferee or assignee of
      the Purchaser (New Purchaser) shall have free and unencumbered access to
      the areas encompassed by the Licenses and PMLs to carry out all
      exploration and development activities and operations without restriction
      including, without limiting the generality of the foregoing, sampling,
      geological and magnetic surveys, drilling and building and operating a
      pilot plant without limitation.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.0 | All payments by the Purchaser are at the sole option of
      the Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.0 | The Agreement is otherwise in full force and
    effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

(The balance of this page purposefully left blank)

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

NOW PARTIES in this agreement set their hands in the following
manner:

I, ______________________________________Advocate have gone
through this agreement in the presence of __________________________________for
and on behalf of the Owner(s) in this agreement and I have read the contents of
the agreement to him of which he has understood and has now set his hand to
acknowledge and accept the terms and conditions of the agreement.

For the Purchaser:

|SIGNED and DELIVEREDat                        | } | 
|--------------------------------------------- | - | 
|by the said DIRECTOR WITH COMPANYwho          | } | 
|                                              | } | 
|is known to me personally/Identified to me by | } | 
|this__________ day of _______________2010     | } | 

BEFORE ME:

Name: _________________________Signature:
______________________Address
________________________               
________________________Qualification _____________________

For the Owners:

|SIGNED and DELIVEREDat _____________________      | } | 
|------------------------------------------------- | - | 
|the said _______________                          | } | 
|who is known to me personally/identified to me by | } | 
|                                                  | } | 
|this__________day of _____________2010.           | } | 

BEFORE ME:

Name ____________________________Signature
_________________________Address
__________________________                
__________________________Qualification ________________________

3

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|SIGNED and DELIVEREDat __________________         | } | 
|------------------------------------------------- | - | 
|the said ___________________                      | } | 
|who is known to me personally/identified to me by | } | 
|                                                  | } | 
|this__________day of ____________2010.            | } | 

BEFORE ME:

Name ____________________________Signature
_________________________Address
__________________________               
__________________________Qualification _______________________

|SIGNED and DELIVEREDat ____________________       | } | 
|------------------------------------------------- | - | 
|the said ______________________                   | } | 
|who is known to me personally/identified to me by | } | 
|                                                  | } | 
|this__________day of ______________2010.          | } | 

BEFORE ME:

Name _____________________________Signature
___________________________Address
___________________________              
____________________________                 
Qualification _________________________

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