Royalty Agreement

First Amendment to Option to Purchase and Royalty Agreement

by All American Gold Corp.
July 11th, 2008

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, 2008.

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:

OSPREY 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 "Osprey")

OF THE SECOND PART

          WHEREAS, as a result of Osprey having being delayed in the submission and completion of its S-1 registration statement and accompanying initial public offering, Osprey and Jiujiang desire to amend that certain Option To Purchase And Royalty Agreement dated April 22, 2007 such as to extend the May 31, 2008 deadline for the completion of the first phase of the exploration program from May 31, 2008 to May 31, 2009 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 Osprey and Jiujiang dated April 22, 2007 is hereby amended in relevant part to read as follows:

3.

OPTION

     
3.1

Jiujiang hereby gives and grants to Osprey the sole and exclusive right and option to acquire 25% of the right, title and interest of Jiujiang in and to the Property, subject only to Jiujiang receiving the annual payments, shares and the Royalty, in accordance with the terms of this Agreement for and in consideration of the following:

     
(a)

Osprey, or its permitted assigns, incurring exploration expenditures on the Property of a minimum of US $20,000 on or before May 31, 2009;

     
(b)

Osprey, or its permitted assigns, incurring exploration expenditures on the Property of a further US $40,000 for aggregate minimum exploration expenses of US $60,000 on or before May 31, 2010; and