AMENDMENT
TO OPTION AGREEMENT

     

    This
AMENDMENT TO OPTION AGREEMENT (this “Amendment”) is made and entered into as of
June 4, 2010, by and among Core Values Mining & Exploration Company, a
Cayman Islands corporation (“CVME”), Core Values Mining & Exploration
Company Sucursal Colombia, a Colombia corporation (“CVMEC”), and Universal Gold
Holdings (Cayman), Limited, a Cayman Islands limited company (the “UGH”), and
amends and supplements the Option Agreement among CVME, CVMEC and UGH, dated as
of April 23, 2010 (the “Option Agreement”).  Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to them
in the Option Agreement.

     

    WHEREAS,
CVME may be required, pursuant to the Option Agreement, to deliver to UGH
certain Interests in the Property;

     

    WHEREAS,
UGH has the right to exercise the option by making certain payments of an
aggregate of $2,300,000, by June 4, 2010 (collectively, the “Initial Option
Payments”); and

     

    WHEREAS,
the parties hereto desire that CVME reconfirm the representations and warranties
made by it in the Option Agreement without qualification as to knowledge or
disclosure to UGH.

     

    NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby confirmed, the
parties hereto agree as follows:

     

    1.           The
Option Agreement is hereby amended by adding the following Section 7.5
thereto:

     

    Section
7.5       Bring-Down of CVME Representations
and Warranties.

     

    CVME
hereby represents and warrants to UGH, without any qualification as to CVME’s
knowledge or to any disclosure to UGH, that, as of June 4, 2010, each of the
representations and warranties of CVME set forth in Sections 7.1(a) through
7.1(i) of this Option Agreement are true and correct in all
respects.

     

    2.           Severability.  If
any provision or provisions of this Amendment, or any portion of any provision
hereof, shall be deemed invalid or unenforceable pursuant to a final
determination of any court of competent jurisdiction or as a result of future
legislative action, such determination or action shall be construed so as not to
affect the validity or enforceability hereof, and the remaining provisions, and
portions thereof, shall be enforceable to the fullest extent permitted by
law.

     

    3.           Counterparts.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

     

    [Signature
page follows immediately]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have entered into this Amendment to Option
Agreement as of the day and year first above written.

    


    
      
        	
                CORE
      VALUES MINING & EXPLORATION 

                COMPANY

              
	 
      
	
                By:

              	
                /s/ Richard C. Moores II

              
	 
      	
                Name:  Richard
      C. Moores II

              
	 
      	
                Title:  President

              
	 
      
	
                CORE
      VALUES MINING & EXPLORATION 

                COMPANY
      SUCURSAL COLOMBIA

              
	 
      
	
                By:

              	
                /s/ Richard C. Moores II

              
	 
      	
                Name:  Richard
      C. Moores II

              
	 
      	
                Title:  President

              
	 
      
	
                UNIVERSAL
      GOLD HOLDINGS (CAYMAN), 

                LIMITED

              
	 
      
	
                By:

              	
                /s/ David S. Rector

              
	 
      	
                Name:  David
      S. Rector

              
	 
      	
                Title:  Director