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THIRD AMENDMENT AGREEMENT TO OPTION AGREEMENT

THIS AGREEMENTis dated for reference as of the 11th day
of February, 2010.

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 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. On December 10, 2009 the Optionor and the Optionee entered
into a Second Amended Agreement to the Option Agreement pursuant to which the
Optionor agreed to further extend the due date of certain payments, share
issuances and Exploration Expenditures (as defined in the Option Agreement).

D. The Optionor has now agreed to further extend the due date
of certain payments, share issuances and Exploration Expenditures on the terms
and conditions 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) of the Option Agreement is hereby
      deleted and replaced with the following: 
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|   | (i)                                                                                                
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|3. | Section 2.1(a)(iii) of the Option Agreement is hereby
      deleted and replaced with the following:
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|   | (iii)                                                                                              
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|4. | Section 2.1(a)(iv) of the Option Agreement is hereby
      deleted and replaced with the following:                                                                                                                                                                                                                                           
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|   | (iv)                                                                                                                                                                                                                                                                                                                                         
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|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.                                                                                                                                                         
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|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.                                                                                                                                     
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|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.                                                                                                                
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|8. | This Agreement constitutes the full and entire
      understanding and agreement between the parties with regard to the subject
      hereof.                                                                                                                                                                                                 
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|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 WHEREOFthe 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              |  |                           
|                             |  |                           
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|Address                      |  |                           

YATERRA VENTURES CORP.by its authorized
signatory:

|/s/ David K.
      Ryan | 
|----------------------- | 
|Authorized Signatory    | 

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