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                  MINERAL PROPERTY OPTION AMENDING AGREEMENT


            THIS AGREEMENT dated for reference June 30, 2005.


BETWEEN:

            LARRY SOSTAD, of 470 Granville Street, Suite 818, Vancouver, British
Columbia, V6C 1C5;

                  ("SOSTAD")

                                                              OF THE FIRST PART

AND:

                  SCALA MINERALS INC., a body corporate, duly incorporated under
                  the laws of the State of Nevada and having its head office at
                  318 Homer Street, Suite 400, Vancouver, British Columbia,
                  V6B 2V2;

                  ("SCALA")

                                                             OF THE SECOND PART

W H E R E A S:

A.          Sostad and Scala entered into a Mineral Property Option Agreement
dated July 6, 2004 (the "Agreement"),  whereby Sostad granted to Scala an option
to  purchase a 100%  undivided  right,  title and  interest  in and to the Shore
mineral claims;

B.         Sostad and Scale both desire that the Agreement be amended as set
           forth below;

NOW THEREFORE IN  CONSIDERATION  of the payment of TEN DOLLARS  ($10.00) by each
party to the other, the receipt and sufficiency of which is hereby acknowledged,
and other  good and  valuable  consideration,  including  the  premises,  mutual
covenants and agreements herein contained, the parties hereto agree to amend the
Agreement as follows:

1.         Subparagraphs 4.1(b)  be  and is hereby deleted in their entirety and
replaced with the following:

"4.1       In order to keep the Option granted to Scala in  respect of the Claim
in good standing and in force and effect, Scala shall be obligated to:

                  Expenditure Commitments
                  -----------------------

         (b)      incur,  or cause to be incurred,  exploration  and development
                  work on the Claim totalling at least $155,000 by July 1, 2007,
                  which work shall be conducted by Scala under the  direction of
                  a qualified geologist or project engineer, as follows:

                  (i)      $10,000  in  expenditures  on the Claim by January 1,
                           2006;

                  (ii)     an additional $45,000 in expenditures on the Claim by
                           July 1, 2006; and



                  (iii)    an additional  $100,000 in expenditures  on the Claim
                           by July 1, 2007."


2.       All references to multiple  mineral  claims in the Agreement  shall now
         apply to the sole mineral claim  comprising  the Claim,  reflecting the
         conversion of the Claim under British Columbia law.

3.       All of the terms and  conditions  of the  Agreement,  except as amended
         or  modified  hereby,  remain in full force and effect.


                  IN WITNESS  WHEREOF this Agreement has been executed as of the
day and year first above written.

                                           SCALA MINERALS INC.

/s/ Larry Sostad                           per: /s/ Elena Krioukova
--------------------------                 --------------------------
Larry Sostad                               Elena Krioukova, President



                                 SCHEDULE "A"
                                 ------------

        TO THAT CERTAIN AGREEMENT MADE AS OF JUNE 30, 2005 BETWEEN LARRY
                         SOSTAD AND SCALA MINERALS INC.


The Shore claims  consist of a total of one mineral  claim located in the Nicola
Mining Division, British Columbia, Canada with tenure number 508344 and consists
of 186.296  hectares.  The claims are registered in the name of David Heyman who
holds the  claims in trust  pursuant  to the terms of the option  agreement,  as
amended.