EXHIBIT 10.2
               MINERAL PROPERTY AMENDING AGREEMENT


                          THIS   AGREEMENT  dated  for  reference
November 5, 2002.


BETWEEN:

          ROBERT  GORDON  ANDERSON, Seven  Mile  Beach,
          P.O. Box 30620, Grand Cayman; and

                        (the "Optionor")


                                                         OF   THE
FIRST PART

AND:

                         BLUESTONE  VENTURES,  INC.,  a
          body  corporate, duly incorporated under  the
          laws  of  the State of Nevada and  having  an
          office  at  8th  Floor,  1006  Beach  Avenue,
          Vancouver, British Columbia, V6E 1T7;

                        (the "Optionee")

                                               OF THE SECOND PART

W H E R E A S :

A.                     The Optionor and The Optionee entered into
a  Mineral Property Option Agreement dated December 15, 2000 (the
"Agreement"),  whereby the Optionor granted to the  Optionee  the
exclusive  right  to acquire an undivided 100%  undivided  right,
title and interest in and to the Nag Lake property located in the
Thunder   bay  Mining  District,  Ontario,  Canada   (Claim   no.
TB1195902) (the "Claims");

B.                      The Optionor and the Optionee both desire
that the Agreement be amended as set forth below;

                         NOW  THEREFORE IN CONSIDERATION  of  the
payment  of  ONE THOUSAND DOLLARS ($1,000.00) by the Optionee  to
the  Optionor,  the receipt and sufficiency of  which  is  hereby
acknowledged,   and   other  good  and  valuable   consideration,
including  the  premises, mutual covenants and agreements  herein
contained,  the  parties hereto agree to amend the  Agreement  as
follows:

1.                      Subparagraphs 5.1 (b) and (c) be and  are
hereby deleted in their entirety and replaced with the following:



                    Cash Payments

            (b)        Pay to the Optionor a total of $250,000 in
the following manner:

                         (i)          $25,000  upon execution  of
               this  Agreement (the Optionor acknowledges receipt
               of this payment);

                        (ii)        $25,000 by October 1, 2003;

                        (iii)       $100,000 by June 1, 2004;

                        (iv)       $100,000 on June 1, 2005;

                        Expenditure Commitments

             (c)         Provide  funding of  minimum  cumulative
          expenditures  for exploration and development  work  on
          the Claims of at least $100,000 under the direction  of
          a  qualified  geologist  or  project  engineer  in  the
          following manner:

                        (i)         $10,000 of expenditures to be
               incurred,  or  caused  to  be  incurred,  by   the
               Optionee on the Claims by August 30, 2003;

                          (ii)         No  less  than  a  further
               $30,000 of expenditures to be incurred, or  caused
               to  be incurred, by the Optionee on the Claims  by
               August 30, 2004; and

                          (iii)        No  less  than  a  further
               $60,000 of expenditures to be incurred, or  caused
               to  be incurred, by the Optionee on the Claims  by
               August 30, 2005."

2.          All  of  the  terms and conditions of the  Agreement,
     except  as amended or modified hereby, remain in full  force
     and effect.

                         IN  WITNESS  WHEREOF this Agreement  has
been executed as of the day and year first above written.


                               BLUESTONE VENTURES, INC.
/s/Robert Gordon Anderson
___________________________        /s/ Edward Wong
Robert Gordon Anderson                 Edward Wong


                               Authorized Signatory