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THIS AMENDING AGREEMENT made and dated for reference the
4thday of April, 2008.

BETWEEN:

ALTOS DE AMADOR S.A.,a company
having an address at:

Avenida Samuel Lewis y Calle
Gerrado Ortega Edificio Central, 5to piso Panama, Rep. De Panama

(the Vendor)

AND:

CHANCERY RESOURCES, INC., a
company having an address at 422 Richards Street, 3rd Floor, Vancouver, BC
V6B 2Z4

(the Purchaser)

WHEREAS:

|A. | Pursuant to a Mining Acquisition Agreement among the
      parties hereto dated for reference March 18, 2008, (the "Agreement"), the
      Vendor agreed to sell to the Purchaser an undivided one hundred percent
      (100%) interest in the Property, on the terms and conditions set forth
      therein;
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|B. | Capitalized terms used herein shall have the same
      meanings as contained in the Agreement; and                                                                                                                                                                                                           
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|C. | The parties wish to amend certain provisions of the
      Agreement.                                                                                                                                                                                                                                          

NOW THEREFORE THIS AMENDING AGREEMENT WITNESSETH that in
consideration of these presents and the sum of Five Thousand Dollars ($5,000)
paid by the Optionee to the Optionors, the receipt and sufficiency of which is
hereby acknowledged by each of the parties, and for other good and valuable
consideration, the receipt and sufficiency of which is also hereby acknowledged
by each of the parties hereto, the parties hereto hereby agree as follows:

|1. | Section 4.1 of the Agreement is deleted in its entirety
      and is replaced with the following:
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> Upon commencement of mining operations, all profits
>           from the sale of Ore shall be split 60% to the Purchaser and 40% to
>           the Vendors collectively. Upon the Purchaser having paid a further $210,000,
>           in addition to the funds payable pursuant to section 3.2, such profits
>           shall then be split 90% to the Purchaser and 10% to the Vendors collectively.
>           The Vendors agree that the Purchaser shall have the right to acquire
>           their

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> 10% profit interest at any time upon payment of additional
>           proceeds of $370,000 to the Vendors.

|2. | In all other respects the terms and conditions of the
      Agreement shall continue in full force and effect.                                                                                                                                                                                                                                                                                                                                                                         
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|3. | Each of the parties hereto agrees to do and/or execute
      all such further and other acts, deeds, things, devices, documents and
      assurances as may be required in order to carry out the true intent and
      meaning of this Amending Agreement.                                                                                                                                                                                                                            
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|4. | This Amending Agreement shall enure to the benefit of and
      be binding upon the parties hereto and each of their successors and
      permitted assigns, as the case may be.                                                                                                                                                                                                                                                                                                       
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|5. | This Amending Agreement may be executed in any number of
      counterparts and any party hereto may execute any counterpart, each of
      which when executed and delivered will be deemed to be an original and all
      of which counterparts taken together will be deemed to be one and the same
      instrument. The execution of this Amending Agreement will not become
      effective until all counterparts hereof have been executed by all of the
      parties hereto.
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|6. | Each of the parties hereto will be entitled to rely upon
      delivery by facsimile of executed copies of this Amending Agreement, and
      such facsimile copies will be effective to create a valid and binding
      agreement among the parties hereto in accordance with the terms and
      conditions of this Amending Agreement.                                                                                                                                             

IN WITNESS WHEREOF this Amending Agreement has been
executed and delivered as of the day and year first above written.

CHANCERY RESOURCES, INC.

Per:      /s/ Juan
Restrepo            Authorized
Signatory

ALTOS DE AMADOR S.A.

Per:      /s/ signed           
Authorized Signatory

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