0001144204-11-001012 Sample Contracts

AMENDMENT NO. 1 TO THE SHARE PURCHASE AGREEMENT
The Share Purchase Agreement • January 6th, 2011 • Universal Gold Mining Corp. • Metal mining • New York

AMENDMENT NO. 1 (this “Amendment”), dated as of December 31, 2010, to the Share Purchase Agreement dated as of November 30, 2010 (the “SPA”) among N.C.G.A. Project Acquisition Corp., a Cayman Islands corporation (the "Buyer"), and TWL Investments Ltd., James Randall Martin and Sergio Rios Molina (collectively, the "Sellers") and Thomas William Lough. Capitalized terms used but not defined herein shall have the meaning assigned to such term in the SPA.

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AMENDMENT No.1 TO OPTION AGREEMENT
Option Agreement • January 6th, 2011 • Universal Gold Mining Corp. • Metal mining • New York

This AMENDMENT No.1 (this “Amendment”), dated as of December 31, 2010, amends the OPTION AGREEMENT, effective as of November 30, 2010 (the “Agreement”), between N.C.G.A. Project Acquisition Corp., a corporation incorporated and existing under the laws of the Cayman Islands (the “Acquisition Corp.”), and Universal Gold Mining Corp., a company incorporated and existing under the laws of Nevada (“Universal Gold”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.

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