Lake Victoria Mining Company: Exhibit 10.15 - Filed by newsfilecorp.com






AMENDMENT TO CONSULTING AGREEMENT

THIS AMENDMENT TO CONSULTING AGREEMENT is made as of the
11th day of November, 2010.

BETWEEN:

LAKE VICTORIA MINING COMPANY, INC.,

a company incorporated and existing pursuant to the laws of the

state of Nevada, U.S.A., with a registered office located at 1781

Larkspur Drive, Golden, Colorado 80401

(the “Company”)

AND:

CLIVE HOWARD MATTHEW KING,
o
f P.O. Box 35340, Nyali, 80118, Kenya

(the “Consultant”)

WHEREAS:

	A. 	
      The Company and the Consultant entered in a Consultant
      Agreement, with an effective date of May 1, 2010, (the “Consulting
      Agreement”) whereby the Company retained the Consultant to provide
      services to it in accordance with the terms of the Consulting Agreement;
      and

	 	 
	B. 	
      The Company and the Consultant now wish to the amend the
      terms of the Consulting Agreement to increase the compensation payable to
      the Consultant as well as the term of the Consulting
  Agreement.



NOW THEREFORE, for and in consideration of the mutual
covenants and provisos herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto covenant and agree as follows:

	1. 	
      All capitalized terms not specifically defined herein
      have the meanings ascribed to them in the Consulting Agreement, as
      applicable.

	 	 
	2. 	
      The following is deleted from paragraph 2.1:

	 	 
		
      The Agreement will then automatically (the “Consulting
      Period”) extend for a 12 month period from the ending date of the Initial
      Consulting Period unless either party provides the other party with
      written notice of its intent not to renew at least thirty (30) days prior
      to the expiration of the Initial Consulting Period. The Agreement shall
      automatically renew for successive one-year periods unless either party
      provides the other party with written notice of its intent not to renew at
      least thirty (30) days prior to the expiration of the then current
      Consulting Period.







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      and replaced with the following:

	 	 
		
      The Agreement will then automatically extend for a period
      of 3 years (the “Consulting Period”) from the ending date of the
      Initial Consulting Period. Thereafter, the Agreement shall automatically
      renew for successive one-year periods upon the mutual agreement of the
      parties.

	 	 
	3. 	
      Paragraph 4.0 is amended by inserting “or such other
      medical insurer as may be designated by the Company from time to time”
      after “through Strategis Insurance”.

	 	 
	4. 	
      Schedule “B” of the Consulting Agreement is amended at
      paragraph (a) by deleting the following:

	 	 
		
      Upon the agreement being extended for an additional 12
      month period the Company agrees to pay the Consultant a base compensation
      of U.S.$20,000 per month. The amount of the base salary shall be reviewed
      at the end of each Consulting Period (12 months) and thereafter and may be
      adjusted on mutual consent.

	 	 
		
      and replacing with the following:

	 	 
		
      Upon this Agreement being extended for the Consulting
      Period, the Company agrees to pay the Consultant a base compensation as
      follows:



(i)    USD $17,500 per
month for the first 12 months; and

(ii)   USD $20,000 per month
thereafter unless otherwise mutually agreed by the parties.

	5. 	
      Schedule “B” of the Consulting Agreement is amended at
      paragraph (b) by deleting the paragraph and replacing with the
      following:

	 	 
		
      Stock Options. Contingent upon the Consultant executing
      this Agreement and as part of the consideration for the Consultant’s
      services and being bound by the obligations set forth herein, the Company
      will grant the Consultant 300,000 options on November 1, 2011 and a
      further 300,000 options thereafter on November 1 each and every year that
      follows during the Consultant’s continuous consulting. The grant of any
      and all options is subject to a Stock Option Agreement as outlined in
      Exhibit “B1”. The Consultant understands and acknowledges that any such
      options cannot be exercised unless and until the Company’s stockholders
      have approved an increase to the Company’s authorized share capital from
      100,000,000 to 250,000,000 shares of common stock as contemplated in the
      Company’s consent solicitation dated November 5, 2010. The Consultant
      understands that the exercise price of subsequent annual options granted
      will be established at the grant date.

	 	 
	6. 	
      Schedule “C” of the Consulting Agreement is amended at
      paragraph 2. by deleting the paragraph and replacing with the
      following:

	 	 
		
      The Company’s medical insurance provider provides
      coverage only with respect to the Consultant’s injuries sustained while
      anywhere in Africa. There is no coverage for injuries sustained outside of
      Africa.







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	7. 	
      Schedule “C” of the Consulting Agreement is amended at
      paragraph 4. by deleting “Tanzania” and replacing with “from any place in
      Africa”.

	 	 
	8. 	
      From and after the date hereof all references to the
      “Agreement” in the Consulting Agreement hereby refer to the Consulting
      Agreement as amended herein.

	 	 
	9. 	
      The Consulting Agreement will be deemed to be amended in
      all manners and respects in order to give full force and effect to this
      Amendment Agreement and, in all other respects, the Consulting Agreement
      will remain unchanged and in full force and effect.

	 	 
	10. 	
      The Recitals to this Amendment Agreement are acknowledged
      by the parties hereto to be true and correct and are incorporated into
      this Amendment Agreement by this reference.

	 	 
	11. 	
      This Amendment Agreement may be executed in counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument. An electronic facsimile
      transmission hereof signed by any person named below will be sufficient to
      establish the signature of that person and to constitute the consent in
      writing of that person to the matters contained herein and,
      notwithstanding the date of execution, shall be deemed to be executed as
      of the date set forth herein.

	 	 
	12. 	
      This Amendment Agreement shall enure to the benefit of
      and be binding upon the parties hereto, and as applicable, their
      respective heirs, executors, personal representatives, successors and
      assigns.



IN WITNESS WHEREOF the parties have executed this
Amendment Agreement as of the date first set forth above.

LAKE VICTORIA MINING COMPANY INC.

Per:/s/David
Kalenuik
            
Name:
David
Kalenuik
            
Title:   President 

	EXECUTED by CLIVE HOWARD 	) 	 
	MATTHEW KING in the presence of: 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Signature 	) 	/s/CLIVE HOWARD
    MATTHEW KING
	  	) 	 CLIVE HOWARD
      MATTHEW KING 
	Print Name 	) 	 
	  	) 	 
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Occupation