addendum


    ADDENDUM

    TO
      ADDENDUM TO OPTION AGREEMENT AMENDMENT DATED NOVEMBER 4,
      2004

    FOR
      THE UNDERSHIL AIMAG “ALTAN” PROPERTY

    


    THIS
      ADDENDUM is
      made
      effective as of the 25th
      day of
      June, 2005

    


    BETWEEN
      

    MONGOLAIN
      EXPLORATIONS LTD. (the “MEL”)

    A
      Nevada
      Corporation

    750
      West
      Pender Street, Ste. 1605, Vancouver, B.C., V6C 2T8

    


    &

    


    TON
      FEI
      FRED THAM & ASSOCIATES (“THAM”)

    4323
      West
      12th
      Avenue,
      Vancouver, B.C., Canada, V6R 2P9


    


    WHEREAS:

    	1)  	
            This
              addendum to the Addendum to Option Agreement (the “OA”) dated November 4,
              2004 does not supercede or override any previous addendum unless
              specifically stated herein.

          


    


    	2)  	
            Due
              to (a) Rio Minerals Limited unavailability to perform the exploration
              work
              program slated for July 31, 2005; (b) the ongoing attempt of Mongolian
              to
              obtain its Registration Statement “effective” status with the U.S.
              Securities and Exchange Commission regarding its filing of the SB-2
              Registration Statements; (c) the oncoming inclement weather conditions;
              and (d) as a consequence, to raise the necessary capital in a timely
              manner which has caused Mongolian to amend the Option Agreement;
              and

          


    


    WHEREAS:

    Pursuant
      to the Section 2 of the Addendum to Option Agreement dated November 4, 2004,
      Mongolian was required to incur the following exploration
      expenditures:

    


    	(a)  	
            (ii)
              (2) $26,444 on or before July 31, 2005

          


    	(b)  	
            (ii)
              (3) $50,000 on or before July 31, 2006;
              and

          


    	(c)  	
            (ii)
              (4) $100,000 on or before July 31, 2007.

          


    


    NOW,
      THEREFORE BE IT RESOLVED:

    Section
      2
      of the Addendum to Option Agreement dated November 4, 2004, shall be amended
      in
      the following manner:

    


    	(a)  	
            (ii)
              $26,444 on or before March 31, 2006

          


    	(b)  	
            (ii)
              $50,000 on or before December 31, 2006;
              and

          


    	(c)  	
            (ii)
              $100,000 on or before December 31, 2007.

          


    


    IN
      WITNESS WHEREOF,
      this
      Addendum to the Addendum to Option Agreement dated November 4, 2004, has been
      executed by the parties hereto as of the day and the year first above
      written.

    


    MONGOLIAN
      EXPLORATIONS
      LTD                          
      TON
      FEI
      FRED THAM & ASSOCIATES

    


    


    /s/
      Ivan
      Bebek                                                                     
      /s/  Ton Fei Fred
      Tham                                               
      

          Ivan
      Bebek, President,
      Director                                         
      Ton
      Fei
      Fred Tham