FIRST AMENDMENT TO OPTION TO PURCHASE AND ROYALTY AGREEMENT

FIRST AMENDMENT TO OPTION TO PURCHASE AND ROYALTY AGREEMENT

This FIRST AMENDMENT TO OPTION TO PURCHASE AND ROYALTY AGREEMENT is dated as of May 15, 2009.

BETWEEN:

JIUJIANG GAO FENG MINING INDUSTRY LIMITED COMPANY, a company duly incorporated under the laws of Jiangxi Province, China and having an address at Long Xiang Country Trade Building, Kowloon Street, Jiujiang City, Jiujiang Province, China

(hereinafter called "Jiujiang”)

OF THE FIRST PART

AND:

SIERRA VENTURES, INC. , a company duly incorporated under the laws of the State of Wyoming, having its registered office at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming, 82001

(hereinafter called "Sierra")

OF THE SECOND PART

      WHEREAS , as a result of Sierra having being delayed in the submission and completion of its S-1 registration statement and accompanying rescission offering, Sierra and Jiujiang desire to amend that certain Option To Purchase And Royalty Agreement dated March 22, 2007 such as to extend the May 31, 2009 deadline for the completion of the first phase of the exploration program from May 31, 2009 to May 31, 2010 and to extend any and all dates in the Option to Purchase and Royalty Agreement by one full year.

      NOW, THEREFORE , in consideration of the promises, the mutual agreements herein set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

The Option To Purchase And Royalty Agreement entered into between Sierra and Jiujiang dated March 22, 2007 is hereby amended in relevant part to read as follows: