Earn-in Agreement Amendment Dated 2-28-2006

Exhibit 10.2 EARN-IN AGREEMENT AMENDMENT

This Earn-in Agreement Amendment (" EIA Amendment" ) is made as of February 28, 2006 between HECLA VENTURES CORP., a Nevada corporation duly qualified to do business and in good standing in the state of Nevada, whose principal address is 6500 Mineral Drive, Coeur d' Alene, Idaho 83815-8788 (hereinafter referred to as " Hecla Ventures" ) and its Guarantor and parent company, Hecla Mining Company and RODEO CREEK GOLD INC., a Nevada corporation whose address is c/o Richard Harris, Ste. 260-6121 Lakeside Drive, Reno, NV 89511 (hereinafter referred to as " Rodeo Creek" ) which is qualified to do business and is in good standing in the State of Nevada and its Guarantor and indirect parent company, Great Basin Gold Ltd.


RECITALS

A. WHEREAS the Parties entered into an Earn-in Agreement effective August 2, 2002 (the " Earn-In Agreement" ) which the parties desire to amend hereby;

B. AND WHEREAS the Parties are engaged in a legal dispute in connection with the Earn-in Agreement which this EIA Amendment will resolve and settle;

NOW, THEREFORE, in consideration of the payments provided for herein and the mutual promises set forth below, the Parties hereby agree to the provisions of this EIA Amendment.
PART I DEFINITIONS

1.1 Capitalized terms herein shall have the meanings set forth in the Earn-in Agreement except as hereby amended.

1.2 " Feasibility Study" the existing definition in the Earn-in Agreement is hereby amended by adding to the existing definition the following sentence: " The Feasibility Study shall be either produced by, or endorsed by, an internationally recognized mining engineering firm which is independent of the parties."

1.3 " Commercial Production" the existing definition in the Earn-in Agreement is hereby deleted and replaced with the following: " Commercial Production" means the establishment of a mine on the Properties in the manner and at the production level recommended by the Feasibility Study and achievement of Commercial Production shall be deemed to occur upon the first operation of such mine at a minimum of 75% of the life of mine scheduled average production rate provided for in the Feasibility Study during any consecutive 30 day period.


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PART II TERM OF EARN-IN AGREEMENT

2.1 Article III of the Earn-in Agreement is amended by substituting the following in its entirety:


" ARTICLE III

TERM OF EARN-IN AGREEMENT The Term of this Earn-in Agreement shall commence as of the Effective Date and shall automatically terminate on the earlier of (i) August 2, 2009 or (ii) the date that Hecla Ventures vests in its 50% Interest pursuant to Article V, unless this Earn-in Agreement is earlier terminated pursuant to Article VIII, or earlier terminated pursuant to Article XIII on account of Hecla Ventures failing to meet the requirements of Article V, or unless this Earn-in Agreement is extended by amendment hereof upon the Parties' mutual written agreement.
The parties hereby agree deadlines included in this article shall be extended for a period of time equal to the time that Hecla Ventures determines, acting reasonably, it is prohibited from advancing or completing the requirements of this article (for example, lack of legal access), by the action or inaction of Great Basin Gold, Rodeo Creek, or any third party who holds an interest in or a contractual right effecting any portion of the Properties. During any period in which Hecla Ventures determines, acting reasonably, it is prohibited from advancing the activities associated with Stage II and/or vesting by lack of legal access to any portion of the Properties due to action or inaction of Great Basin Gold or Rodeo Creek or any third party who holds an interest in or a contractual right effecting any portion of the Properties, Rodeo Creek will pay 100% of the Project' s holding costs, as well as all costs during a 60-day remobilization period at the recommencement of operations.
The language in the preceding paragraph shall also apply to Hecla Ventures' obligations under section 3.1 below, and any other provisions in the Earn-in Agreement. The provisions in section 2.1 shall not restrict or preclude Hecla Ventures' from exercising any other rights or remedies provided for at law or under the Earn-in Agreement.


2.2 Section 8.4 of the Earn-in Agreement is hereby deleted from the Agreement and Hecla agrees that completion by it of the Attachment A activities is no longer optional but a commitment and that material changes from Attachment A (which supersedes Exhibit E to the EIA) will only be made with Rodeo Creek' s consent.


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PART III INITIAL CONTRIBUTION AND REQUIRED EARN-IN EXPENDITURES

3.1 Section 5.1(c) of the Earn-in Agreement is hereby deleted and substituted with the following: " 5.1 ...