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     JOINT  VENTURE  AGREEMENT  -  AMENDMENT  NO.  1
     -----------------------------------------------


THIS  AGREEMENT  made  as  of  the  17th  day  of  December,  2002.


BETWEEN:

               JOHN  M.  MIRKO,  of 541 Hermosa Avenue, North Vancouver, British
               Columbia,  Canada  V7N  3C2

               (hereinafter  referred  to  as  the  "Operator")


                                                    OF  THE  FIRST  PART

AND:

               DELBROOK  MINING  CORP.,  having  its  registered office at Suite
               1880,  1055  West  Georgia Street, Vancouver, BC, Canada, V6E 3P3

               (hereinafter  referred  to  as  "Delbrook")

                                                    OF  THE  SECOND  PART


WHEREAS:

     A.   The  parties entered into a joint venture agreement dated December 28,
          2001  (the  "Agreement");

     B.   Due to other commitments the Operator will not be able to complete the
          current  work  programs  on  the  Property  until  early  in  2003;

     C.   The  parties have agreed to amend the Agreement to extend the date for
          completion  of  the  first  $20,000  Cdn  expenditure  by  Delbrook.


NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  THAT  in consideration of the mutual
covenants  and  conditions  herein  contained and in consideration of the sum of
$1.00 Cdn paid by each of the parties hereto to each other (the receipt of which
is  hereby acknowledged) the parties have agreed and do hereby agree as follows:


1.     The  Agreement  is hereby amended by extending the date for completion of
the  initial  program  by Delbrook as set out in paragraph 7.04 of the Agreement
from

                                                                     /s/ JM
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                                       2


December  31,  2002  to  February  28,  2003.

2.          The  Agreement is deemed to have been amended as of the day and year
first  above  written  and,  in  all  other  respects, save and except as herein
provided,  the  Agreement  is  hereby  confirmed.

3.          This  Agreement may be executed in counterparts which together shall
form  one  and  the  same  instrument.

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



SIGNED,  SEALED  AND  DELIVERED    )
BY  JOHN  MIRKO                    )
in  the  presence  of:             )
                                   )
/s/ Warren Mirko                   )    /s/ John Mirko
-----------------------------      )    ---------------------------
Signature                          )    John Mirko
Warren Mirko                       )
-----------------------------      )
Name                               )
541 Hermosa Ave.                   )
-----------------------------      )
Address                            )
North Vanc. B. C                   )
-----------------------------      )

                                   )
THE  COMMON  SEAL  OF              )
DELBROOK  MINING  CORP. was        )
hereunto  affixed in the presence  )                 c/s
of:                                )
                                   )
                                   )
/s/ PETER SHULHOF                  )
-----------------------------      )
Authorized  Signatory