Amending
      Agreement

     

    This
      Amending Agreement is dated effective the 7th day of November 2005.

     

    BETWEEN:

    Mosquito
      Consolidated Gold Mines Limited 

    #301
      -
      455
      Granville Street

    Vancouver,
      British Columbia, V6C 1 T1 (the 

    "Optionor")

     

    OF
      THE
      FIRST PART

     

    AND:

    Kobex
      Resources Ltd.

    #1605
      -
      750
      West
      Pender Street,

    Vancouver,
      British Columbia, V6C 2T8

    (the
      "Optionee")

    


    OF
      THE
      SECOND PART

    


    WHEREAS:

     

    
      	
            	A.	
              Under
                date of January 21S\ 2005, the Optionor (as defined in the Option
                Agreement) granted unto the Optionee (as defined in the Option Agreement)
                the sole and exclusive right and option to acquire all of the Optionor's
                interest in and to both the Cumo Property and the Trikay Property
                (both as
                defined in the Option Agreement) under the terms and conditions set
                out in
                an Option Agreement attached hereto as Exhibit "A" (the "Option
                Agreement"); and

            


    

    


    
      	
            	B.	
              The
                parties hereto have agreed to amend the Option Agreement under the
                terms
                and conditions herein set forth

            


    

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and
      for other good and valuable consideration, the receipt and sufficiency whereof
      is hereby acknowledged, the parties hereto hereby agree to amend the Option
      Agreement as follows subject to the approval of the TSX Venture
      Exchange:

     

    
      	
            	1.	
              The
                Optionee hereby surrenders unto the Optionor all its interest in
                and to
                the Trikay Property granted to the Optionee, and is relieved from
                all
                obligations and liabilities with respect to the Trikay Property,
                under the
                terms of the Option Agreement, subject only to the right of first
                refusal
                for a period of 2 years granted to the Optionee as more particulary
                described below.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.	
              The
                term "Property" in the Option Agreement is hereby amended by deleting
                the
                reference to "together with those described in Schedule "8" hereto"
                .

            


    

    


    
      	
            	3.	
              In
                consideration of the surrender of the Optionor's interest in and
                to the
                Trikay Property, the Optionor hereby agrees to substitute 4(b)(i)
                (ii) and
                (Hi) of the Option Agreement with the
                following:

            


    

    


    
      	
            	(i)	
              Cash
                Payments: (Total $3,662,500)

            


    

    $50,000
      non-refundable signing fee upon the execution of this Agreement (already
      paid);

     

    A
      further
      $50,000 upon acceptance for filing of the Option Agreement and this Amending
      Agreement by the TSX Venture Exchange ("Regulatory Acceptance");

    A
      further
      $187,500 on or before January 21, 2006; A further $187,500 on or before July
      21,
      2006;

    A
      further
      $562,500 on or before January 21, 2007; A further $1,125,000 on or before
      January 21, 2008; A further $1,500,000 on or before January 21 ,
      2009;

    


    
      	
            	(ii)	
              Share
                Issuances: 10,000,000 fully paid and non-assessable shares in the
                capital
                of the Optionee as presently constituted, to be adjusted in the event
                of
                any subdivision, consolidation or other capital reorganization and
                to be
                issued as follows:

            


    

    


    375,000
      on Regulatory Acceptance;

    1,125,000
      on or before January 21, 2006; 

    1,500,000
      on or before January 21,2007; 

    2,625,000
      on or before January 21, 2008; 

    4,375,000
      on or before January 21, 2009;

     

    
      	
            	(iii)	
              Expenditures:
                (Total $7,500,000) to be made as
                follows:

            


    

     

    $750,000
      on or before January 21, 2007;

    $1,125,000
      on or before January 21, 2008; 

    $1,500,000
      on or before January 21, 2009; 

    $1,875,000
      on or before January 21, 2010; 

    $2,250,000
      on or before January 21, 2011

    


    and
      to
      amend subsection 4(c) of the Option Agreement by substituting $750,000 in lieu
      of $1,000,000 as the minimum amount of Expenditures (as defined in the Option
      Agreement) to be incurred by the Optionee prior to termination of the
      Option.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	4.	
              The
                Optionor hereby agrees that prior to offering the Trikay Property
                to any
                third party for joint venture purposes, sale, assignment or otherwise,
                it
                shall first offer the said property to the Optionee upon such terms
                and
                conditions which shall not be less advantageous to the Optionee than
                those
                the Optionor is prepared to offer to any third party. The Optionor
                will
                offer such interest to the Optionee by notice in writing setting
                out the
                terms of the proposed joint venture, sale, assignment or otherwise
                and if,
                within 30 days from the date of receipt of such notice the Optionee
                accepts such proposal by notice in writing to the Optionor, the Optionee
                shall be entitled to acquire such joint venture, sale, assignment
                or other
                interest on such terms. If the Optionee does not accept such proposal
                in
                writing within 30 days from the date of receipt of such notice, the
                Optionee shall be deemed to have declined the offer and the Optionor
                shall
                be entitled to dispose of the interest on terms no more favourable
                to the
                Optionor than 
                those
                  offered to the Optionee. The provisions of this paragraph shall
                  remain in
                  full force and effect for a period of two years from date
                  hereof.

              

            


    

      

    
      	
            	5.	
              This
                Amending Agreement shall enure to the benefit of and be binding upon
                the
                parties hereto and their respective heirs, executors, representatives
                and
                assigns, as the case may be.

            


    

     

    
      	
            	6.	
              Save
                and except as amended by the Amending Agreement, the Option Agreement
                entered into the 21st day of January, 2005 shall remain in full force
                and
                effect.

            


    

     

    
      
        	
              	7.	
                This
                  Amending Agreement shall be governed by and subject to the laws
                  of
                  the
                  Province of British Columbia.

              


      

    

     

    
      	
            	8.	
              All
                dollar amounts referred to herein are deemed to be in lawful money
                of
                Canada

            


    

    


    In
      witness, whereof the parties hereto have executed this Amending Agreement
      effective as of the day and year first above written.

     

    
      	Mosquito Consolidated	 
	Gold Mines Limited	Kobex Resources
              Ltd.