Filed by sedaredgar.com - Sierra Ventures, Inc. - Exhibit 10.3











FIRST AMENDMENT TO OPTION TO PURCHASE AND ROYALTY AGREEMENT 


This FIRST AMENDMENT TO OPTION TO PURCHASE AND ROYALTY AGREEMENT is dated as of May 15, 2009. 


BETWEEN: 


  
    
      JIUJIANG GAO FENG MINING INDUSTRY LIMITED COMPANY, a company duly incorporated under the laws of Jiangxi Province, China and having an address at Long Xiang Country Trade Building, Kowloon Street, Jiujiang City, Jiujiang Province, China 

     (hereinafter called "Jiujiang”) 

  




OF THE FIRST PART 


AND: 


  
    
      SIERRA VENTURES, INC., a company duly incorporated under the laws of the State of Wyoming, having its registered office at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming, 82001 

     (hereinafter called "Sierra") 

  




OF THE SECOND PART 


     WHEREAS, as a result of Sierra having being delayed in the submission and completion of its S-1 registration statement and accompanying rescission offering, Sierra and Jiujiang desire to amend that certain Option
To Purchase And Royalty Agreement dated March 22, 2007 such as to extend the May 31, 2009 deadline for the completion of the first phase of the exploration program from May 31, 2009 to May 31, 2010 and to extend any and all dates in the Option to
Purchase and Royalty Agreement by one full year. 


     NOW, THEREFORE, in consideration of the promises, the mutual agreements herein set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as
follows: 


The Option To Purchase And Royalty Agreement entered into between Sierra and Jiujiang dated March 22, 2007 is hereby amended in relevant part to read as follows: 

	 	
3. 		
OPTION
	
	 	 	 	 
	 	
3.1 		
Jiujiang hereby gives and grants to Sierra the sole and exclusive right and option to acquire 25% of the right, title and interest of Jiujiang in and to the Property, subject only to Jiujiang receiving the annual payments, shares
and the Royalty, in accordance with the terms of this Agreement for and in consideration of the following:
	
	 	 	 	 
			
(b) 		
Sierra, or its permitted assigns, incurring exploration expenditures on the Property of a further US $40,000 for aggregate minimum exploration expenses of US $60,000 on or before May 31, 2010; and
	














	
Amendment to Option To Purchase And Royalty Agreement
		
2.	
	
Between Jiujiang Gao Feng Mining Industry Limited Company and Sierra Ventures, Inc.
		 	
	
May 15, 2009
		 	



	 	
3.2 		
Upon exercise of the Option, Sierra agrees to pay Jiujiang, commencing May 31, 2011, the sum of US $25,000 per annum as prepayment of the Net Smelter Royalty for so long as Sierra, or its permitted assigns, hold any interest
in the Property. Failure to make any such annual payment shall result in termination of this Agreement in accordance with Section 5.1.
	
	 	 	 	 
	 	
3.3 		
Jiujiang further grants to Sierra the right to acquire an additional 26% of the right, title and interest of Jiujiang in and to the Property by the payment of US $25,000 and by incurring an additional US $100,000 in
exploration expenditures on the Property on or before May 31, 2012.
	
	 	 	 	 
	 	
5. 		
TERMINATION
	
	 	 	 	 
	 	
5.1 		
Subject to Section 8, this Agreement and the Option will terminate:
	
	 	 	 	 
			
(a) 		
on May 31, 2010 at 11:59 P.M., unless on or before that date, Sierra has incurred exploration expenditures of a cumulative minimum of US $60,000 on the Property;
	
	 	 	 	 
			
(b) 		
at 11:59 P.M. on May 31 of each and every year, commencing on May 31, 2011, unless Sierra has paid to Jiujiang the sum of US $25,000 on or before that date.
	



All other terms, conditions and covenants of the Option To Purchase And Royalty Agreement remain unchanged and in full force and effect. 


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. 


JIUJIANG GAO FENG MINING INDUSTRY LIMITED COMPANY 


   /s/ “Huang Zhong Bang” 



Per: Huang Zhong Bang  


  by its Authorized Signatory 




SIERRA VENTURES, INC. 


   /s/ “Ian Jackson” 



Per: Ian jackson  


  by its Authorized Signatory