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     JOINT  VENTURE  AGREEMENT  -  AMENDMENT  NO.  2
     -----------------------------------------------


THIS  AGREEMENT  made  as  of  the  25th  day  of  February,  2003.


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"),  as  amended  December  17,  2002;

B.   Due  to  inclement  weather  conditions  the  Operator  will not be able to
     complete  the  current  work programs on the Property by February 28, 2003;

C.   The  parties  have agreed to further 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

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                                       2


February  28,  2003  to  April  15,  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/ Angela O'Neill                 )    /s/ John Mirko
-----------------------------      )    ---------------------------
Signature                          )    John Mirko
Angela O'Neill                     )
-----------------------------      )
Name                               )
1880-1055  W. Georgia St.          )
-----------------------------      )
Address                            )
Vancouver, B.C.                    )
-----------------------------      )

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