Filed by Avantafile.com - Terrace Ventures Inc. - Exhibit 10.12









FOURTH AMENDMENT
AGREEMENT


THIS AGREEMENT is dated effective as
of the 18th day of December 2013.


BETWEEN:


	 	PENGRAM CORPORATION,
of
1200 Dupont Street,
Suite 2J
Bellingham, WA 98225




	 	("Pengram")



OF
THE FIRST PART


AND:


	 	TERRACE VENTURES INC.,
of
Suite 202, 810 Peace
Portal Drive
Blaine, WA 98230




	 	("Terrace")



OF
THE SECOND PART


WHEREAS:


A.                     Pengram
and Terrace entered into an agreement dated April 21, 2011, as amended on July
31, 2012, November 17, 2012 and May 30, 2013 (the “Earn-In Agreement”), whereby
Pengram agreed to assign to Terrace up to 75% of Pengram’s interest in an
option (the “Option”) to purchase a 100% interest in certain mineral claims
located in the Eureka Mining District of Eureka County, Nevada, known as the
Golden Snow Project (the “Property”).  


B.                     The
Option was acquired pursuant to the terms of an option agreement between
Pengram and Scoonover Exploration LLC. and JR Exploration LLC. (collectively
the “Optionors”) dated March 31, 2011, as amended on August 26, 2013 (the
“Underlying Agreement”).  


B.                     Pengram
and the Optionors entered into second amendment agreement dated for reference
November 30, 2013, amending the terms of the Underlying Agreement to include
additional advance royalty payments.


B.                     In
consideration of Terrace paying the additional advance royalty payments under
the Underlying Agreement, as amended, Pengram has agreed to extend the due
dates of payments and cumulative exploration expenditures required under the
Earn-In Agreement on the terms and conditions hereinafter set forth. 


NOW THEREFORE THIS
AGREEMENT WITNESSES that in consideration of the sum of $1.00
now paid by Terrace to Pengram (the receipt of which is hereby acknowledged)
and other good and valuable consideration, the parties agree as follows:





	1.	Section
1(a) of the Earn-In Agreement is hereby deleted and replaced with the
following:





	 	1(a)	"Advance
Royalties” means the advance royalty payments to Scoonover Exploration LLC and
JR Exploration LLC under the Underlying Agreement, as amended;





	2.	Section
1(d) of the Earn-In Agreement is hereby deleted and replaced with the
following:





	 	1(d)	"Underlying
Agreement" means the agreement dated March 31, 2011, as amended on August
26, 2013 and November 30, 2013, between Pengram and Scoonover Exploration LLC
and JR Exploration LLC.





	3.	Section
4(a)(ii) of the Earn-In Agreement is hereby deleted and replaced with the
following:





	 	“4(a)(ii)	completing cumulative exploration expenditures on the Property
totalling $250,000 by June 30, 2014.”



	4.	Section
4(b) of the Earn-In Agreement is hereby deleted and replaced with the
following:







	 	“4(b)	An
additional 25% interest upon Terrace:





	 	(i)	paying
Pengram $75,000 on or before June 30, 2014; and





	 	(ii)	completing
cumulative exploration expenditures on the Property totalling $750,000 by December
31, 2014.”





	5.	Section
4(c) of the Earn-In Agreement is hereby deleted and replaced with the
following:





	 	“4(c)	An
additional 25% interest upon Terrace:





	 	(i)	paying
Pengram $100,000 on or before June 30, 2015; and





	 	(ii)	completing
cumulative exploration expenditures on the Property totalling $1,250,000 by December
31, 2015.”





	6.	Pengram
confirms that the requirements of section 4(a)(i) of the Earn-In Agreement have
been fulfilled and Terrace has no outstanding promissory notes payable to
Pengram.





	7.	The
parties confirm that the terms, covenants and conditions of the Earn-In
Agreement remain unchanged and in full force and effect, except as modified by
this Agreement.





	8.	This
Agreement has been prepared by Northwest Law Group acting solely on behalf of
Terrace and Pengram acknowledges that is has been advised to obtain independent
legal advice.









	9.	Except
as otherwise expressly provided herein, the provisions hereof shall inure to
the benefit of, and be binding up, the successors, assigns, heirs, executors
and administrators of the parties hereto.





	10.	This
Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subject hereof.





	11.	This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other parties.




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


 

PENGRAM CORPORATION

/s/ Richard W.
Donaldson

_______________________________

Richard W. Donaldson,
President

 

TERRACE VENTURES INC.


/s/ Howard Thomson 

  _______________________________

  Howard Thomson,
President


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Assignment Agmt_Golden Snow.docx