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AMENDMENT AGREEMENT TO OPTION AGREEMENT

THIS AGREEMENTis made as of the 27th day of October,
2009.

BETWEEN:

GEOFFREY GOODALLan
individual having an address at Unit 154, 101 1001 West Broadway
Street, Vancouver, BC V6H 4E4

(the Optionor)

OF THE FIRST PART

AND:

YATERRA VENTURES CORP.a Nevada corporation having an address at 1200 Dupont Street,
Suite 2J, Bellingham, WA 98225

(the Optionee)

OF THE SECOND PART

WHEREAS:

|A. | The Optionor and the Optionee entered into an option
      agreement dated July 14, 2009 with respect to a mineral claim referred to
      as the Frances Property located in the Vancouver Mining District of
      British Columbia, Canada (the Option Agreement).
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|   |                                                                                                                                                                                                                                                                          
|B. | Under the terms of the Option Agreement, the Optionee was
      required to pay $2,000 CDN to the Optionor by October 14, 2009 (the
      Payment).                                                                                                                    
|   |                                                                                                                                                                                                                                                                          
|C. | The Optionor has agreed to extend the due date of the
      Payment on the terms and condtions hereinafter set
forth.                                                                                                                                                    

NOW THEREFORE THIS AGREEMENT WITNESSESthat in
consideration of the sum of $10.00 now paid by the Optionee to the Optionor (the
receipt of which is hereby acknowledged), the parties agree as follows:

|1. | The Optionee shall pay $500 CDN to the Optionor on
      execution of this Agreement.                 
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|   |                                                                                                       
|2. | Section 2.1(a)(ii)(A) of the Option Agreement is hereby
      deleted and replaced with the following:

2.1(a)(ii)(A) $1,500 CDN on or before
December 11, 2009;

|3. | The parties confirm that the terms, covenants and
      conditions of the Option Agreement remain unchanged and in full force and
      effect, except as modified by this Agreement.                                         
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|   |                                                                                                                                                                                                                               
|4. | This Agreement has been prepared by ONeill Law Group
      PLLC acting solely on behalf of the Optionor and the Optionee acknowledges
      that it has been advised to obtain independent legal advice.                     
|   |                                                                                                                                                                                                                               
|5. | Except as otherwise expressly provided herein, the
      provisions hereof shall inure to the benefit of, and be binding upon, the
      successors, assigns, heirs, executors and administrators of the parties
      hereto.

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|6. | This Agreement constitutes the full and entire
      understanding and agreement between the parties with regard to the subject
      hereof.                                                                                                                                                                                                 
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|   |                                                                                                                                                                                                                                                                                                                                               
|7. | 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 WHEREOFthe parties hereto have executed this
Agreement as of the day and year first above written

SIGNED, SEALED AND DELIVERED GEOFFREY GOODALLin the
presence of:

|                     |  | /s/ Geoffrey Goodall
|-------------------- |  | --------------------
|Signature of Witness |  |                     
|                     |  | **GEOFFREY GOODALL**
|                     |  |                     
|Name of Witness      |  |                     
|                     |  |                     
|                     |  |                     
|Address              |  |                     

YATERRA VENTURES CORP.by its authorized signatory:

|/s/ Jarrett Bousquet |  | 
|-------------------- |  | 
|                     |  | 
|Authorized Signatory |  | 

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