Exhibit 10.2


    AMENDMENT
      NO. 1 TO LETTER OF INTENT AGREEMENT

    


    


    This
      Amendment No. 1 to Letter of Intent Agreement (the “Amended Agreement”),
      dated
      as of March 30, 2007, is entered into by and among Raven Gold Corp. (the
“Company”),
      Tara
      Gold Resources Corporation (“Tara”) and Corporación Amermin S.A. de C.V., a
      subsidiary of Tara Gold Resources Corp. (“Amermin”; Amermin and Tara shall
      hereafter be collectively referred as “Tara Gold”).

    


    R
      E C I T
      A L S:

    


      WHEREAS,
      the Company and Tara Gold are parties to that certain Letter of Intent Agreement
      (the “Agreement”), originally dated June 1, 2006. All capitalized terms used but
      not defined herein shall have the meanings ascribed to such terms in the
      Agreement;

    


    WHEREAS,
      the Company and Tara Gold originally entered into the Agreement on August 23,
      2006 and at execution of the Agreement erroneously dated the Agreement as of
      June 1, 2006; 

    


    WHEREAS,
      the Company and Tara Gold mutually intended to have the Agreement be effective
      as of June 1, but the Agreement was actually dated as of June 1, but did not
      say
      effective as of this date;

    


    WHEREAS,
      the Company and Tara Gold mutually agree and acknowledge that the Agreement
      was
      erroneously dated as of June 1, 2006 and should have been dated as of August
      23,
      2006 and effective as of June 1; and

    


    WHEREAS,
      the Company and Tara Gold mutually wish to amend the Agreement per the terms
      of
      this Amended Agreement to provide that the Agreement should have been dated
      as
      of August 23, 2006 and effective as of June 1. 

     

    A
      G R E E M E N T:

    


    NOW,
      THEREFORE, in consideration of the foregoing and subject to the terms and
      conditions herein contained, the parties hereto agree as follows:

    


    Section
      1    Amendments.

    


    1.1    Date
      of the Agreement.
      Upon
      the terms and the conditions set forth herein, the Company and Tara Gold each
      mutually agree and acknowledge that the Agreement is hereby amended to set
      forth
      that the date of the Agreement is August 23, 2006, and that the Agreement is
      effective as of June 1, 2006.

    


    1.2    Amendment
      to the Agreement.
      The
      first paragraph (the introductory paragraph) on page 1 of the Agreement is
      hereby
      amended and replaced in its entirety with the following section:

    


    “Re
      :  
When countersigned by each of the parties, the following will constitute our
      Letter of Intent, dated as of the date hereof and effective as of June 1, 2006,
      outlining the general terms with respect to our acquiring an interest in the
      Las
      Minitas group of properties, as outlined and defined in Exhibit A, (herein
      after
      called “Las Minitas Groupings”) near Navojoa, Sonora, Mexico, between Tara Gold
      Resources Corporation and Corporación Amermin S.A. de C.V., a subsidiary of Tara
      Gold Resources Corp. (hereinafter referred to as “Tara”), and Raven Gold Corp
      (hereinafter referred to as “Raven”). The Las Minitas Groupings are
      approximately 800 Hectares in size and are identified those properties set
      forth
      on that certain Declaration (the “Declaration”) dated as of March 27, 2006
      between Corporación Amermin S.A. de C.V. as “Prospector” and Ing. Isidro
      Hernández Pompa as “Concessionaire” and further detailed in Schedule
      B.”


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      2 Miscellaneous.

    


    2.1    Except
      as amended hereby and for the purposes described herein, the Agreement shall
      remain in full force and effect in accordance with its terms.

    


    2.2    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to contracts made and to be performed within such
      state.

    


    


    [Signature
      Pages Following]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first-above written.

    


    RAVEN
      GOLD CORP.

    


    


    By: 
       /s/
      Gary Haukeland

    
      
        

      

    

    Name:
      Gary Haukeland

    Title:
      Chief Executive Officer

    


    Address
      for Notice Purposes:

    


    Raven
      Gold Corp.

    #205-598
      Main Street

    Penticton
      B.C.

    V2A-5C7

    


    


    
      	
              TARA
                GOLD RESOURCES CORP.        
                 

            	
              AMERMIN
                S.A. DE C.V

            
	
               

              By: 
                 /s/
                Francis R. Biscan Jr.

              
                
 

              Name:
                Francis R. Biscan Jr.

              Title:
                President and Chief Executive Officer

            	
               

              By: 
                 /s/
                Ramiro Trevizo Ledesma

              
                
 

              Name:
                Ramiro Trevizo Ledesma

              Title:
                President 

            
	 	 
	 Address
              for
              Notice Purposes:	  Address
              for Notice Purposes: