Filed by Automated Filing Services Inc. (604) 609-0244 - Evolving Gold Corporation - Exhibit 4.7





 OPTION AMENDING AGREEMENT NO. 2

  (Swordfish Property) 


THIS AGREEMENT is dated for reference February 25, 2005. 


BETWEEN: 


  
    
       GOLDEN SANDS EXPLORATION INC., a corporation
        duly incorporated pursuant to the laws of British Columbia and having
        an office at 210-5511 West Boulevard, Vancouver, British Columbia V6M
        3W6

        (the “Optionor”) 

    

  



AND: 


  
    
       AHL HOLDINGS LTD., a corporation duly incorporated
        pursuant to the laws of Nevada and having an office at 210-5511 West Boulevard,
        Vancouver, British Columbia V6M 3W6

        (the “Optionor Sub”) 

    

  



AND: 


  
    
       EVOLVING GOLD CORP., a corporation duly incorporated
        pursuant to the laws of British Columbia and having an office at Suite
        1200, 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2

        (the "Optionee”) 

    

  




WHEREAS: 

 A.                          The
  parties to this Option Amending Agreement No. 2 entered into an option and royalty
  agreement dated December 3, 2004 (the "Option Agreement") and then entered
  into an Option Amending Agreement dated January 7, 2005 (“Option Amending
  Agreement No. 1”); 

 B.                          The
  Optionee is not able to make the cash payment set forth in Subsection 1(d) of
  the Option Agreement, as amended, which payment was due on February 25, 2005
  and, as a result, the Optionee has asked the Optionor and the Optionor Sub to
  further amend the Option Agreement; and 

 C.                          As
  the Optionor and the Optionor Sub wish to keep the Option Agreement in good
  standing, the parties wish to further amend the Option Agreement. 

                                NOW
  THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
  and the payment of $1.00 by each party to the other party the receipt and
  sufficiency of which is hereby expressly acknowledged) the parties hereto agree
  as follows: 

 1.          Each
  of the Option Agreement and the Option Amending Agreement No. 1 are amended
  by striking out the name “Evolving Gold Corporation” in all places
  in those agreements where that name appears and substituting, “Evolving
  Gold Corp.”. 








 - 2 -

 2.          The
  Option Agreement, as amended by the Option Amending Agreement No. 1, is further
  amended by striking out “February 25, 2005” from Subsection 3.1(d)
  by and substituting “by March 31, 2005”. 

 3.          In
  consideration for the extension granted under this Option Amending Agreement
  No. 2, the Optionee hereby covenants to forthwith reimburse the Optionor and
  the Optionor Sub for any expense incurred by the Optionor and the Optionor Sub
  relating to this Agreement. 

 4.          The
  Option Agreement as amended by the Option Amending Agreement and further amended
  by this Option Amending Agreement No. 2 is the entire agreement between the
  parties and supersedes and replaces all other former agreements and understandings,
  whether oral or in writing. 

 5.          This
  Option Amending Agreement No. 2 will be construed in accordance with and governed
  by the laws in force in British Columbia. 

 6.          This
  Option Amending Agreement No. 2 shall enure to the benefit of and be binding
  upon the heirs, executors, administrators, successors and assigns of each of
  the parties hereto. 

 7.          Notwithstanding
  the date of execution hereof, this Option Amending Agreement No.2 shall be deemed
  to be effective from the date as first written above. 

 8.          This
  Option Amending Agreement No. 2 may be signed in counterpart and by fax. 

                IN
  WITNESS WHEREOF this Option Amending Agreement No. 2 has been executed by
  the parties hereto as of the date first above written. 

	 GOLDEN SANDS EXPLORATION  	 )  	 
	 INC.  	 )  	 
	  	 )  	 
	 Per:  _________________________________________	 )  	 
	 Alexander Harry Lenec, President  	 )  	 
	  	 	 
	  	 	 
	 AHL HOLDINGS LTD.  	 )  	 
	  	 )  	 
	  	 )  	 
	 Per:  _________________________________________	 )  	 
	 Alexander Harry Lenec, President  	 )  	 
	  	 	 
	  	 	 
	 EVOLVING GOLD CORP.  	 )  	 
	  	 )  	 
	  	 )  	 
	 Per:  _________________________________________	 )  	 
	 Lawrence Dick, President and CEO  	 )