EXHIBIT 10.7a
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                         AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

     This Amendment to Convertible Promissory Note is made and entered into this
19TH day of September, 2007 by and between ATM Group, LLC ("ATM") and Empire
Minerals Corp, a Delaware Corporation ("Corporation').

                                    RECITALS

     WHEREAS, the Corporation did on June 25, 2007, issue a Convertible
Promissory Note ("Note") for value received in the amount of $300,000
("Principal") which is due and payable. together with interest on September 21,
2007 ("maturity date"), to ATM; and

     WHEREAS, the unpaid principal shall bear interest from the date of the Note
to the maturity date in the amount of $26,000; and

     WHEREAS, the Corporation did on June 25, 2007, grant to ATM a warrant to
purchase up to 300,000 shares of its common stock at $1.00 per share during the
period ended June 25, 2009 (hereinafter "Warrants"); and

     WHEREAS, the Corporation agreed to be responsible to pay certain fees to
third parties, directly related to the Note as follows: (i) Financing fee -
$12,000; (ii) Underwriting fee - $5,000: (iii) Broker/Consultant fee - $15,000:
and (iv) Creditor's costs - $2,000 (collectively "Other fees").

     NOW THEREFORE in consideration of the foregoing and the mutual promises and
covenants contained herein IT HAS BEEN AND IT HEREBY IS AGREED as follows:

     1.   The entire principal amount of the Note shall be due and payable on
          December 15, 2007 ("amended maturity date").

     2.   The Note shall bear interest in the amount of $26.000 from the date of
          the Note to the amended maturity date. Interest shall be due and
          payable upon the execution of this amendment.

     3.   The Corporation agrees to cancel the grant to ATM of the warrant to
          purchase 300,000 shares of common stock at $1.00 per share during the
          period ended June 25, 2009.

     4.   The Corporation shall grant ATM a warrant to Purchase 300,000 shares
          of common stock at $0.65 per share during the period ended September
          19, 2009.

     5.   Other fees incurred pursuant to the Note shall be due and payable upon
          the execution of this amendment.

     6.   This amendment may be executed in counterpart by the parties hereto.





     IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date above written.


                                                    Empire Minerals Corp.


                                                    /s/ Pinches Althaus
                                                    ----------------------------
                                                    Pinches Althaus
                                                    Chief Executive Officer


                                                    ATM Group, LLC


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                                                    Name:
                                                    Title: