AMENDMENT
TO THE EXPLORATION AND OPTION TO PURCHASE MINING CONCESSIONS AGREEMENT ENTERED
INTO BY AND BETWEEN COMPAÑIA MINERA HUAJICARI, S.A. DE C.V., HEREBY REPRESENTED
BY MR. ARMANDO GUADIANA TIJERINA (HEREINAFTER “HUAJICARI”) AND NAYARIT GOLD DE
MEXICO, S.A. DE C.V., HEREBY REPRESENTED BY MR. COLIN PAUL SUTHERLAND
(HEREINAFTER “NAYARIT”), IN TERMS OF THE FOLLOWING DECLARATIONS AND
CLAUSES:

    


    DECLARATIONS

    


    
      	
              I.

            	
              Both
      parties declare that:

            


    

    


    
      	
              I.1

            	
              On
      May 8, 2008 they entered into an Exploration and Option to Purchase Mining
      Concessions Agreement (hereinafter the “Agreement”) by which HUAJICARI
      conveyed to NAYARIT the exclusive right to perform mining activities in
      the mining claims covered by the following mining concessions (hereinafter
      the “MINING CONCESSIONS”), which are located at the Municipality of
      Acaponeta, State of Nayarit, with the option to acquire the rights
      deriving from the MINING CONCESSIONS upon compliance of several
      obligations:

            


    

    


    
      
        	
                NAME OF THE CLAIM

              	 
      	
                TITLE NUMBER

              	 
      	
                SURFACE (HS)

              
	 
      	 
      	 
      	 
      	 
      
	
                San
      Juan Fracc. I

              	 
      	
                205392

              	 
      	
                1,371.7580

              
	
                San
      Francisco Tres

              	 
      	
                203136

              	 
      	
                32.7243

              
	
                Isis

              	 
      	
                214395

              	 
      	
                101.3390

              
	
                San
      Miguel

              	 
      	
                224392

              	 
      	
                1,178.00

              
	
                San
      Juan Fracc. II

              	 
      	
                205393

              	 
      	
                .8091

              
	
                San
      Juan I

              	
                  

              	
                221365

              	
                  

              	
                45.6307

              


      

    

    


    
      	
              I.2

            	
              Due
      to the results obtained in the exploration of the MINING CONCESSIONS and
      being convenient to their mutual interests, on December 10, 2009, the
      parties amended paragraph 6.1.1 of clause sixth of the Agreement regarding
      the purchase price and they wish to amend it again in the terms indicated
      below.

            


    

    


    In accordance with the above mentioned
Declarations, the parties hereto agree in the terms of the
following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CLAUSES

    


    FIRST.  The parties
hereby agree to amend paragraph 6.1.1 of clause sixth of the Agreement to be
read as follows:

    


    “CLAUSE
6.  PRICE.

    


    6.1           .
.. .

    


    
      	
               
      

            	
              6.1.1

            	
              The
      total amount of US$2’500,000 (Two Million Five Hundred Thousand Dollars,
      legal currency of the USA), as
follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              US$500,000.00
      (Five Hundred Thousand Dollars, legal currency of the
      USA),  upon execution of this
  Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Two
      installments of US$500,000.00 (Five Hundred Thousand Dollars, legal
      currency of the USA), one on November 8, 2008 and the other on May 8,
      2009;

            


    

    


    
      	
               
      

            	
              (c)

            	
              US$250,000.00
      (Two Hundred and Fifty Thousand Dollars, legal currency of the USA), on
      January 31, 2010;

            


    

    


    
      	
               
      

            	
              (d)

            	
              US$250,000.00
      (Two Hundred and Fifty Thousand Dollars, legal currency of the USA), on
      the date in which the merger between the holding company of NAYARIT,
      Nayarit Gold Inc. and Capital Gold Inc. is closed, which is expected to
      occur no later than July 31, 2010;

            


    

    


    
      	
               
      

            	
              (e)

            	
              US$250,000.00
      (Two Hundred and Fifty Thousand Dollars, legal currency of the USA), on
      August 31, 2010; and

            


    

    


    
      	
               
      

            	
              (f)

            	
              US$250,000.00
      (Two Hundred and Fifty Thousand Dollars, legal currency of the USA), on
      October 31, 2010.

            


    

    


    NAYARIT
shall pay to HUAJICARI, over the amounts established in paragraphs (d), (e)
and  (f) and on the corresponding payment dates (considering the
extensions established below), ordinary interests equivalent to the LIBOR (London InterBank Offered Rates) interest rate, as such
rate appears published on the Reuters screen at approximately 11:00 AM (London
time), plus 4 points.

    


    NAYARIT
will have an additional term of 10 (ten) calendar days without liability
following the termination of each one of the above mentioned periods to provide
the corresponding payment; however, the parties agree that such additional term
may be extended up to 30 (thirty) calendar days, provided that Nayarit notifies
in advance to HUAJICARI about the circumstances preventing the payment. In the
event that NAYARIT does not pay within the 30 (thirty) days mentioned before,
this Agreement will be automatically rescinded.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6.1.2      .
.. .

     

    6.1.3      .
.. .”

    


    SECOND.  The
Declarations and Clauses of the Agreement that are not amended or added by this
Amendment, shall keep effective in the terms established thereat.

    


    The
parties hereby sign this Amendment on the date and place indicated
below.

    


    
      
        
          
            	
                    HUAJICARI

                  	 
      	
                    NAYARIT

                  
	
                    Compañía
      Minera Huajicari, S.A.

                  	 
      	
                    Nayarit
      Gold de México, S.A. de C.V.

                  
	
                    de
      C.V.

                  	 
      	 
      
	 
      	 
      	 
      
	
                    /s/
      Ing. Armando Guadiana Tijerina

                  	 
      	
                    /s/
      Colin Paul Sutherland

                  
	
                    Ing.
      Armando Guadiana Tijerina

                  	 
      	
                    Sr.
      Colin Paul Sutherland

                  
	
                    Representative

                  	 
      	
                    Representative

                  
	
                    Place
      and date: June, 2010

                  	 
      	
                    Place
      and date: June,
2010

                  


          

        

      

    

     

    
      
        
        

      

      
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