AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT is dated and made for reference effective as fully executed on this 30 ^th day of April, 2009.

BETWEEN :

AFFINITY GOLD CORP. , a corporation organized under the laws of the State of Nevada and having an address for notice and delivery located at 7950 Main Street, Suite 217, Maple Grove, Minnesota  55311

(the “Company”);

AND :

AMR PROJECT PERU, S.A.C. , a corporation organized under the laws of Peru and having an address for notice and delivery located at Av. Arenales 335, Cercado, Lima, Peru

(“AMR”);

WHEREAS:

A.           The parties are each a party to An Asset Purchase Agreement (the “Asset Purchase Agreement”), dated March 2, 2009, whereby Affinity Gold Corp. (the “Company”) agreed to pay US$200,000 and to issue 12,000,000 shares of common stock of the Company to AMR in accordance with the terms and conditions of the Asset Purchase Agreement as consideration for the acquisition of the mining concession title named “AMR Project” covering 500 hectares and the physical mining concession certificate as evidenced by Certificate No. 7996-2006-INACC-UADA granted to AMR by the Republic of Peru, National Institute of Concessions and Mining Cadastre on December 11, 2006, including all improvements, structures and equipment on and used by AMR on such mining concession rights (collectively, the “Mining Concession Rights”), which Mining Concession Rights are located in the Inambari River Basin of Puno, Peru;

B.           The closing of the Asset Purchase Agreement was to be held on April 30, 2009 (the “Closing Date”), or on such earlier or later Closing Date as may be agreed to in advance and in writing by each of the Company and AMR, with