EXHIBIT 10.2

                           MINERAL PROPERTY AGREEMENT

                                    AMENDMENT

         This Agreement made as of September 1, 2005 by and between Joseph H.
Montgomery, geologist, residing at 8606 Fremlin St., Vancouver, BC V6P 3X3 and
Frankie Fu, businessman, residing at P.O. Box 53522, 984 West Broadway Street,
Vancouver, BC V5Z 1K7 (herein collectively called Vendor") and Joel D. Haskins,
businessman, residing at 6696 Wellington Ave., West Vancouver, BC V7W 2H9 and
Kevin M. Stunder, businessman, residing at 3880 Lynn Valley Rd., North
Vancouver, BC V7W 2S6 (herein collectively called "Purchaser")

         WHEREAS, Vendor owns certain mineral claims located in the Province of
Saskatchewan, Canada (herein called the "Property") described as follows:

CLAIM NO.                  LOCATION                  NTS AREA      RECORDED AREA
---------                  --------                  --------      -------------

S-137460              ALL OF SECTIONS 14, 15,        72-G-03 &       2048
                      22, 23, 26, 27, 34 AND 35,     72-G-06
                      TOWNSHIP 3, RANGE 11, WEST
                      OF THE THIRD MERIDIAN;

S-137461              ALL OF SECTIONS 2 AND 3,       72-G-06         512
                      TOWNSHIP 4, RANGE
                      11, WEST
                      OF THE THIRD MERIDIAN


         WHEREAS, Vendor had agreed to sell and Purchaser had agreed to purchase
an 80% interest in the Property, subject to the terms and conditions of prior
agreements.

         WHEREAS, all previously dated Agreements between the Vendor and
Purchaser are amended to read in full as follows:

         NOW, THEREFORE that in consideration of the payments and the premises,
mutual covenants and agreements herein contained, the parties agree as follows:


                                       I.

                                 PURCHASE PRICE

1.1      The parties acknowledge and agree that Madison Explorations,  Inc. is a
         permitted  assignee of all of Purchaser's  right, title and interest in
         and  to  the  mineral  claims,  which  were  subject  to  the  previous
         agreements  between the Vendor and Purchaser.  All  performances of the
         Purchaser   under  this   Agreement  have  been  delegated  to  Madison
         Explorations,  Inc.  and Madison  Explorations,  Inc.  has agreed to be
         obligated,  in the place of and instead of the  Purchasers,  as is more
         fully described in this Agreement.

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<PAGE>


1.2      The purchase  price for the Vendor's 80% interest in the Property  will
         be as follows:

         (a)   Work  commitment  of  Cdn$150,000  to be funded and  completed by
               Madison  Explorations,  Inc. by May 31, 2006,  and an  additional
               work  commitment  of  Cdn$200,000  to be funded and  completed by
               Madison  Explorations,  Inc.  by May 31,  2007,  the  total  work
               commitment being Cdn$350,000 (herein called the "Work Program");


                                       II.

                                  WORK PROGRAM

2.1      The Work Program,  which is referred to in 1.2 hereof, shall be subject
         to the following:

         (a)   Inspection and  documents.  Vendor shall allow any one or more of
               Purchasers'  representatives  to have  access at all times to all
               explorations  under  the Work  Program  and this  Agreement;  the
               Purchaser will reciprocate and provide information it receives to
               the Vendor.

2.2      Vendor shall furnish to Madison Explorations, Inc. the following:

         (a)   Copies of all applications,  reports,  or other written documents
               made by Vendor to  applicable  governmental  authorities.  Vendor
               shall  deliver the copies to Madison  Explorations,  Inc. when it
               delivers the originals to the governmental authorities; and

         (b)   Copies of all information,  logs,  histories,  core analyses,  or
               other  pertinent data concerning the results of all tests made on
               the Property and all technical data obtained through the drilling
               or completion of the tests. Vendor shall deliver such information
               to Madison Explorations, Inc., as soon as the tests are completed
               or the data is available.

         (c)   The  Purchaser  will  reciprocate  and  provide   information  it
               receives to the Vendor.



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<PAGE>

                                      III.

                                  MISCELLANEOUS

3.1      The parties hereto shall pay all of their own expenses  relating to the
         transactions  contemplated  by  this  Agreement,   including,   without
         limitation,   the  fees  and  expenses  of  their  respective  counsel,
         financial advisors and accountants.

3.2      The Article and Section captions used herein are for reference purposes
         only, and shall not in any way affect the meaning or interpretation of
         this Agreement.

3.3      Any notice or other communications required or permitted hereunder
         shall be sufficiently given if delivered in person or sent by telecopy
         or by registered or certified mail, postage prepaid, addressed, if to
         any of the Purchaser or to the Sellers at the addresses set forth
         above, or such other address or number as shall be furnished in writing
         by any such party, and such notice or communication shall be deemed to
         have been given as of the date so delivered, sent by telecopy or
         mailed.

3.4      This   Agreement  may  not  be   transferred,   assigned,   pledged  or
         hypothecated by any party hereto.  This Agreement shall be binding upon
         and  shall  inure  to the  benefit  of the  parties  hereto  and  their
         respective successors and permitted assigns.

3.5      This  Agreement  may be  executed in two or more  counterparts,  all of
         which taken together shall constitute one instrument.

3.6      ENTIRE AGREEMENT.  This Agreement and the original  Agreement  contains
         the entire  understanding  of the parties  hereto  with  respect to the
         subject matter contained herein and therein.  This Agreement supersedes
         all prior  agreements  and  understandings  between  the  parties  with
         respect to such subject matter hereof.

         IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

SIGNED, AND DELIVERED by                )
JOSEPH H. MONTGOMERY                    )
in the presence of:                     )
                                        )
                                        )
---------------------------             )        ---------------------------
witness                                 )        Joseph H. Montgomery
                                        )
SIGNED, AND DELIVERED by                )
FRANKIE FU                              )
in the presence of:                     )
                                        )
                                        )
---------------------------             )        ---------------------------
witness                                 )        Frankie Fu
                                        )
SIGNED, AND DELIVERED by                )
JOEL D. HASKINS                         )
in the presence of:                     )
                                        )
                                        )
---------------------------             )        ---------------------------
witness                                 )        Joel D. Haskins


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                                        )
SIGNED, AND DELIVERED by                )
KEVIN M. STUNDER                        )
in the presence of:                     )
                                        )
                                        )
---------------------------             )        ---------------------------
witness                                 )        Kevin M. Stunder



                                                 MADISON EXPLORATIONS, INC.

SIGNED, AND DELIVERED by                )
MADISON EXPLORATIONS, INC.              )
in the presence of:                     )
                                        )
                                        )
                                        )       By:
---------------------------             )          ---------------------------
witness                                 )            Kevin M. Stunder
                                        )
                                        )
                                        )
                                        )
                                        )
                                        )
                                        )       By:
---------------------------             )          ---------------------------
 witness                                )                 Joel D. Haskins



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