AMENDING AGREEMENT

AMENDING AGREEMENT

                   THIS AMENDING AGREEMENT made this 18th day of June, 2009.

                   BETWEEN:

STAR GOLD CORP.

and -

MINQUEST, INC.

WHEREAS MINQUEST and STAR GOLD have entered into a Purchase Agreement on April 11, 2008 in which MINQUEST has granted to STAR GOLD (formerly Elan

Development, Inc. ) the exclusive right and purchase to acquire an undivided 100% right, title and interest in and to the Property as set out in Schedule A, with a 3% Net Smelter Return Royalty, (See Schedule D) in favour of MinQuest for an aggregate total of 97% (the “Purchase”) for total consideration consisting of cash payments to the Vendor totalling $100,000USD, stock options totalling 200,000 shares, and property expenditures totalling $275,000USD, as set out in Schedule B; and to reimburse all holding costs set out in Schedule C.

WHEREAS MINQUEST has acquired a