AMENDING AGREEMENT

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THIS AMENDING  AGREEMENT  (this  "Agreement") is entered into and made this 12th
day of April, 1999 by and between Baycove Investments Ltd. ("Baycove") a private
company  incorporated  in the  Republic  of Ireland  and  Breccia  International
Minerals,  Inc.  ("BIMI"),  a  Delaware  corporation,  Western  America  Mineral
Resource  Fund Inc,  an Alberta  corporation  acting as vendor and agent for the
BIMI common shares (the  "Agent") and the parties set out in the First  Schedule
hereto (the "Purchasers").

                              EXPLANATORY STATEMENT

WHEREAS, by agreement,  dated March 15, 1999 (the "Agreement"),  BIMI, the Agent
and Baycove agreed that Baycove,  as trustee,  would acquire 7,627,500 shares of
common stock of BIMI from WAM for US$200,000;

AND  WHEREAS,  Baycove  desires  to  embody  the  Purchasers  as a party  to the
Agreement;

AND WHEREAS,  the Parties have  determined to increase the purchase price by US$
125,000  to  reflect  an  increase  of 100,000  Shares  being  purchased  by the
Purchasers;

AND  WHEREAS,  Baycove  agrees  to borne  the  cost of  preparing  and  filing a
Registration Statement;

NOW  THEREFORE,  in  consideration  of the  Explanatory  Statement that shall be
deemed  to  be a  substantive  part  of  this  Amending  Agreement,  the  mutual
covenants,  promises,  agreements,  representations and warranties  contained in
this Amending Agreement, and other good and valuable consideration,  the receipt
and  adequacy  of which is hereby  acknowledged,  the  parties  hereto do hereby
covenant, promise, agree, represent and warrant as follows:

The Agreement is hereby amended as follows:

(a) Paragraph 1.02 of the Agreement is amended as follows:

"The  closing  (the  "Closing")  of the sale and purchase of the Shares shall be
effective  immediately upon Baycove,  BIMI and the Agent executing this Amending
Agreement and the Purchase  Price being received and released to the Agent at or
before 5:00 p.m. MST Monday April 12, 1999 (the "Closing Time").

(b) Paragraph 1.03 of the Agreement is amended as follows:

"At Closing, the Agent shall sell, transfer,  convey, and deliver to Baycove and
or the Purchasers  7,727,500 Shares of Common Stock in BIMI,  represented by one
or more stock  certificates  duly endorsed for transfer to the Purchasers in the
amounts  specified  and the  Purchasers  shall pay to the Agent the sum of Three
Hundred and Fifteen Thousand Dollars (US$315,000) (the "Purchase Price") by wire
transfer."

(c)  Paragraph 2.06 of the Agreement is deleted.

(d)  Paragraph 2.07 of the Agreement is deleted.

(e)  Paragraph 2.08 of the Agreement is deleted.

(f)  Paragraph 6.03 of the Agreement is deleted.

(g)  Each of the Purchasers  hereby  acknowledges and agrees that such Purchaser
     is  becoming  a party to the  Agreement,  as amended  hereby,  and is bound
     thereby and hereby.  Without limiting the foregoing,  each Purchaser hereby
     makes  to BIMI  and the  Control  Shareholder,  for and on  behalf  of such
     Purchaser, the representations,  warranties,  acknowledgements,  agreements
     and promises set forth in Section 5.01 of the Agreement.


                                  Page 1 of 4
BIMI Corporation
Amending Agreement
12th April 1999

<PAGE>



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



WITNESS/ATTEST:                         BAYCOVE INVESTMENTS LTD.

/s/ [ILLEGIBLE]                         /s/ [ILLEGIBLE]
                                        ------------------------

                                        BRECCIA INTERNATIONAL
/s/ [ILLEGIBLE]                         MINERALS, INC.

                                        /s/ Donald Caron
                                        ------------------------
                                        by: Donald Caron, President



                                        WESTERN AMERICA MINERAL
                                        RESOURCE FUND INC.

                                        /s/ Donald Caron
                                        ------------------------
                                        by: Donald Caron, President


                                  Page 2 of 4
BIMI Corporation
Amending Agreement
12th April 1999

<PAGE>




                                 FIRST SCHEDULE
                             SCHEDULE OF PURCHASERS


NAME:     GLOBAL SECURITIES CORPORATION IN TRUST FOR

1. ERIC EDMEADES

2. AMANDA EDMEADES

3. JOANNE BERGMAN

4. JEAN MARIE BERGMAN

5. TAYLOR OIL PRODUCTS

6. TOPIX TRADING

7. SILVER STREET HOLDINGS

8. CAYMAN ISLAND SECURITIES

9. CIS/RUMPOINT

10. ROBERT HOEGLER

11. TAZIM MAWJI

12. ORBIT LEASING

13. SEXTANT SMALL CAP FUND

14. LA CASSE

15. GRAHAM ANDREWS


                                  Page 3 of 4
BIMI Corporation
Amending Agreement
12th April 1999



<PAGE>



16. TORO HOLDINGS

17. PAULINA HOLMAN

18. E. EHRLICH

19. HEIDE KRAUSE

20. COFIGEST

21. ___________________

22. ___________________

23. ___________________

24. ___________________

25. ___________________




                                  Page 4 of 4
BIMI Corporation
Amending Agreement
12th April 1999