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AMENDMENT TO MINERAL CLAIM OPTION AGREEMENT

THIS
AMENDMENT AGREEMENT (the Amendment Agreement), is entered into as of this
23rdday of May, 2007 (the Effective Date).

AMONG:

> ROXGOLD INC. (formerly Wave Exploration Corp.),
>         a company duly incorporated pursuant to the laws of the Province of British
>         Columbia and having its business office situated at Suite 880  580
>         Hornby Street, Vancouver, British Columbia, V6C 3B6
>       (the Optionor)

OF THE FIRST PART

AND:

> WAVE MINING INC., a company duly incorporated
>         pursuant to the laws of the State of Nevada and having its business office
>         situated at Suite 880  580 Hornby Street, Vancouver, British Columbia,
>         V6C 3B6
>       (the Subsidiary)

OF THE SECOND PART

AND:

> JOURNEY RESOURCES CORP.,a corporation duly incorporated
>         under the laws of the Province of British Columbia and having a head office
>         at 1208  808 Nelson Street, Vancouver, British Columbia V6Z 2H2
>       (the Optionee)

OF THE THIRD PART

WHEREASthe Optionor, Subsidiary and Optionee entered
into a Mineral Claim Option Agreement dated November 30, 2005 (the Option
Agreement), whereby the Optionee was granted the sole and exclusive right to
acquire an undivided 100% right, title and interest in and to certain mining
claims comprising the Musgrove Creek Gold Project, located in the Cobalt Mining
District of Salmon in the State of Idaho, as more particularly described in
Schedule A attached to the Option Agreement (the Property).

THIS AMENDMENT AGREEMENT WITNESSESthat in consideration
of the respective covenants and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each party, the parties hereby agree to amend the Option
Agreement as follows:

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1.        Section 4.1 of the
Option Agreement shall hereby be deleted in its entirety and replaced by the
following:

**4.1**             
**Subject to the terms of this Agreement, the Optionor and the Subsidiary
hereby grant to the Optionee the sole and exclusive right and option to acquire
all of their respective right, title and interest in and to the Property, free
and clear of all charges and encumbrances, by paying to the Optionor
consideration consisting of $200,000 and issuing 375,000 common shares in its
capital, all on or before the times set forth as follows:**

**(a)**      
**$75,000 in cash and 300,000 Shares on the Closing Date;**

**(b)**      
**a further $100,000 in cash on or before the first anniversary of the
Closing Date; and**

**(c)**       **a further $25,000 in cash and 75,000 Shares on or before June 30, 2007.**

2.          The
Optionor, Subsidiary and Optionee hereby agree that this Amendment Agreement be
entered into for the sole purpose of amending the above noted Section 4.1 of the
Option Agreement and all other provisions of the Option Agreement shall remain
in full force and effect.

3.          This
Amendment Agreement shall be construed and interpreted in accordance with the
laws in effect in British Columbia and the laws of Canada applicable therein.
Any disputes shall be settled in accordance with the Commercial Arbitration
Act (British Columbia).

4.          All
sums of money referred to herein are expressed in Canadian currency.

5.          This
Amendment Agreement may be executed in any number of counterparts, each of which
so signed shall be deemed to be an original and shall together constitute one
and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
Agreement effective as of the date first above written.



ROXGOLD INC.



|By:    | *Alan
      Raven* | 
|------ | -------------------- | 
|       |                      | 
|Name:  | Alan Raven           | 
|       |                      | 
|Title: | President            | 

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WAVE MINING INC.,



|By:    | Barry
      Girling | 
|------ | --------------------- | 
|       |                       | 
|Name:  | Barry Girling         | 
|       |                       | 
|Title: | Director              | 



JOURNEY RESOURCES CORP.



|By:    | Jatinder (Jack)
      Bal | 
|------ | --------------------------- | 
|       |                             | 
|Name:  | Jatinder (Jack) Bal         | 
|       |                             | 
|Title: | President and CEO           | 



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