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Exhibit 10.49

|TO:   | RADICAL CAPITAL LTD.(RCL)                        
|----- | ---------------------------------------------------
|      |                                                    
|FROM: | XTRA-GOLD RESOURCES CORP.(Xtra-Gold)             
|      |                                                    
|RE:   | STOCK OPTION AGREEMENT DATED JANUARY
      15, 2010
|      | (the Option Agreement)                           

AMENDMENT TO STOCK OPTION AGREEMENT

WHEREASin
accordance with section 4 of the Option Agreement, 110,000 stock options (the
Options) are exercisable for a period expiring on February 15, 2011
(the Expiry Date);

ANDWHEREASby way of resolutions dated August 4, 2010, the
board of directors of Xtra-Gold approved an amendment to the Option Agreement
whereby the Expiry Date of the Options was extended to February 15, 2012,
effective immediately (the Amendment);

UPONEXECUTION
OF THISAGREEMENT,the Amendment shall be accepted by
the Parties hereto and shall be in full force and effect;

THEPARTIESHERETOFURTHERAGREEas follows:

| | 1. | All other terms and conditions of the Option Agreement
      will remain in full force and effect.                                                                                                                                                                                                                          
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                             
| | 2. | This Agreement, together with the Option Agreement, shall
      constitute the entire agreement between RCL and Xtra-Gold and there shall
      be no further amendments other than as may be made pursuant to a written
      agreement executed by the Parties.                                                           
| |    |                                                                                                                                                                                                                                                                                                                             
| | 3. | The Amendment may be delivered by facsimile and signed in
      counterparts, and such counterparts together will form one and the same
      instrument, each of which so signed will be deemed to be an original and
      notwithstanding the date of execution will be deemed to bear the date as
      set forth below.
| |    |                                                                                                                                                                                                                                                                                                                             
| |    | DATEDthis 4thday of August,
      2010.                                                                                                                                                                                                                                                                                     

|SIGNED, SEALED AND DELIVERED | ) | XTRA-GOLD RESOURCES CORP.   
|---------------------------- | - | ----------------------------
|                             | ) |                             
|                             | ) |                             
|                             | ) | Per:  /s/ Paul N.
      Zyla
|                             | ) | Paul N. Zyla President      
|                             | ) |                             
|                             | ) | RADICAL CAPITAL LTD.        
|                             | ) |                             
|                             | ) |                             
|                             | ) | Per:  /s/ Marcus
      New  
|                             | ) | Marcus New President        

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