THIRD AMENDING AGREEMENT TO
CREDIT AGREEMENT

THIS AGREEMENT dated as of the 30^th day of September, 2006.

THE BANK OF NOVA SCOTIA, a Canadian chartered bank

(herein, in its capacity as administrative agent for the Lenders, called the "Administrative Agent")

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GAMMON LAKE RESOURCES INC., a corporation incorporated under the laws of the Province of Quebec

(herein called the "Borrower")

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THE BANK OF NOVA SCOTIA, SOCIT GNRALE (CANADA), and one or more persons to whom the foregoing or their respective permitted assigns may from time to time assign an undivided interest in the Loan Documents (as defined herein) and who agree to be bound by the terms hereof and thereof as a Lender (as defined herein) (herein and therein in their capacities as lenders to the Borrower, collectively called the "Lenders" and individually called a "Lender")

WHEREAS the Borrower, the Lenders and the Administrative Agent entered into a credit agreement made as of October 14, 2005, as amended by amending agreements dated February 24, 2006 and May 19, 2006 (the "Credit Agreement");

AND WHEREAS the parties hereto wish to amend certain provisions of the Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:

ARTICLE 1
DEFINED TERMS

1.1   Capitalized Terms. All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Credit Agreement.

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ARTICLE 2
AMENDMENTS TO CREDIT AGREEMENT

2.1   General Rule. Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.

2.2   Defined Terms. Section 1.1 of the Credit Agreement is hereby amended as follows:

(a)    The definition of "Concessions" is hereby deleted in its entirety and replaced by the following:

"Concessions" means the mining concessions identified in Exhibit D of the Security Documents referred to in paragraphs 8, 11 and 12 of Schedule H hereto.

(b)    The definition of "Guarantees" is hereby deleted in its entirety and replaced by the following:

""Guarantees" means the unlimited guarantees entered into, or to be entered into, by each of the Guarantors in favour of the Administrative Agent as each may be amended, modified, supplemented or replaced from time to time, in form and substance satisfactory to the Administrative Agent, and pursuant to which the relevant Guarantor guarantees the payment and performance of all Secured Obligations of the Borrower."

(c)    The definition of "Guarantors" is hereby amended by adding the words "Mexgold, Metales, Cubo," immediately after the word "means";

(d)    The definition of "Mexgold Escrow Agreement" is hereby deleted in its entirety;

(e)    The definition of "Permitted Indebtedness" is hereby deleted in its entirety and replaced by the following:

""Permitted Indebtedness" means (without duplication):

(a)    the Secured Obligations of any Company;

(b)    trade payables and other accrued liabilities incurred by any Company in the ordinary course of business;

(c)    Indebtedness of any Company secured by a Permitted Lien;

(d)    Financing Leases or Purchase Money Obligations of any Company in an aggregate amount not to exceed $5,000,000 at any particular time;

(e)    Indebtedness of any of Gammon Holdings or Gammon Mexico to the Borrower;

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(f)    Indebtedness of any of Metales or Cubo to Mexgold;

(g)    the Soyopa Indebtedness;

(h)    the MMDT Indebtedness; and

(i)    other Indebtedness of any Company consented to by the Administrative Agent."

(f)    The definition of "Permitted Liens" is hereby amended as follows:

(i)    in paragraph (o) thereof, by deleting "; and " and replacing it with ";";

(ii)    in paragraph (p) thereof, by deleting "."and replacing it with "; and"; and

(iii)   by adding the following paragraph immediately after paragraph (p) thereof:

"(q)    the MMDT Liens."

(g)    The definition of "Reserves" is hereby amended by deleting the reference therein to "Companies" and replacing it with "Gammon Group".

(h)    The following definitions are hereby added in alphabetical order:

"Cubo" means Compania Minera del Cubo S.A. de C.V.

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