AMENDMENT TO MEMBERSHIP INTEREST REDEMPTION AND WITHDRAWAL AGREEMENT

AMENDMENT TO

MEMBERSHIP INTEREST REDEMPTION

AND WITHDRAWAL AGREEMENT

THIS AMENDING AGREEMENT made the 19th day of November, 2004.

BETWEEN:

ALASKA STAR MINERALS, L.L.C., an Arizona limited liability company

(hereinafter called “Alaska Star”)

AND:

BRISCOE INVESTMENTS, LP, RLLP, an Arizona limited partnership

(hereinafter called “Briscoe”)

AND:

PAUL MATYSEK, of West Vancouver, British Columbia

(hereinafter called “Matysek”)

AND:

BEDROCK CAPITAL CORPORATION LTD., of West Vancouver, British Columbia

(hereinafter called “Bedrock”)

AND:

LIBERTY STAR GOLD CORP., a Nevada corporation

(hereinafter called “Liberty Star”)

WHEREAS:

A.                     Alaska Star, Briscoe and Matysek entered into a Membership Interest Redemption and Withdrawal Agreement (the “Withdrawal Agreement”) dated October 29, 2004.

D/BIP/649359.3

B.           The parties have decided to supplement and amend the Withdrawal Agreement and to include Bedrock and Liberty Star with respect to certain rights and obligations of those parties.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, the parties agree as follows: