Filed by sedaredgar.com - Yaterra Ventures Corp. - Exhibit 10.5






SECOND AMENDMENT AGREEMENT TO OPTION AGREEMENT

THIS AGREEMENT made as of the 10th day of December, 2009
(the “Effective Date”).

BETWEEN:

GEOFFREY GOODALL 
an
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 is the beneficial owner of a mineral claim
referred to as the “Frances Property” located in the Vancouver Mining District
of British Columbia, Canada.

B. On October 27, 2009 the Optionor and the Optionee entered
into an Amended Agreement to the Option Agreement pursuant to which the Optionor
agreed to extend the due date of the Payment (as defined in the Amendment
Agreement).

C. The Optionor has now agreed to further extend the due date
of certain payments, share issuances and Exploration Expenditures (as defined in
the Option Agreement) on the terms and conditions under the Option Agreement
hereinafter set forth. 

NOW THEREFORE THIS AGREEMENT WITNESSES that 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.

	 	 
	2. 	
      Section 2.1(a)(ii) of the Option Agreement is hereby
      deleted and replaced with the following:




	 	“(i) 	paying the Optionor $14,000 CDN as
      follows: 
	 	 	 
	 	  	(A) 	$1,000 CDN on or before February 11, 2010;
  
	 	 	 	 
	 	  	(B) 	an additional $3,000 CDN on March 14, 2010; and
    
	 	 	 	 
	 	  	(C) 	an additional $10,000 CDN on or before the
      first anniversary of the Effective Date.” 



	3. 	
      Section 2.1(a)(iii) of the Option Agreement is hereby
      deleted and replaced with the following: 

      “(iii) incurring Exploration
        Expenditures of $160,000 CDN on the Property as
    follows;




	 	(A) 	
      $10,000 CDN on or before March 14, 2010; and

	 	 	 
	 	(B) 	
      a further $150,000 CDN on or before the second
      anniversary of the Effective Date.”





      

      
       

	4. 	
      Section 2.1(a)(iv) of the Option Agreement is hereby
      deleted and replaced with the following: 

      “(iv) Issuing shares of the
        Optionee’s common stock (the “Shares”) to the Optionor as
    follows:





	 	(A) 	
      2,000 Shares on or before February 11, 2010;

	 	 	 
	 	(B) 	
      an additional 3,000 Shares on or before March 14, 2010;
      and

	 	 	 
	 	(C) 	
      an additional 10,000 Shares on or before the first
      anniversary of the Effective Date.



(collectively referred to as the
“Option Shares”)”

	5. 	
      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.

	 	 
	6. 	
      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.

	 	 
	7. 	
      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.

	 	 
	8. 	
      This Agreement constitutes the full and entire
      understanding and agreement between the parties with regard to the subject
      hereof.

	 	 
	9. 	
      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

SIGNED, SEALED AND DELIVERED GEOFFREY GOODALL in the
presence of:

	  	 	/s/ Geoffrey Goodall 
	Signature of Witness 	 	
	 	 	GEOFFREY GOODALL
    
	 	 	 
	Name of Witness 	 	  
	 	 	 
	 	 	 
	Address 	 	  


YATERRA VENTURES CORP. by its authorized signatory:

	/s/ David K. Ryan 	 	 
	 	 	 
	Authorized Signatory