This revised Management’s Discussion and Analysis (the “MD&A”) has been modified to provide revised disclosure related to the option agreement with Metalex Ventures Ltd.

Overview

Iciena Ventures Inc. (the “Company”) is engaged in exploration for diamond bearing deposits in Brazil and other minerals in British Columbia. The Company has an office in Vancouver, Canada and a field office in Mato Grosso, Brazil. The Company seeks to find, explore, and market diamonds and other precious stones.

The following discussion and analysis of the operations, results and financial position of Iciena Ventures Inc. is for the period ended September 30, 2008 and should be read in conjunction with the audited consolidated financial statements and notes for the year ended March 31, 2008. Additional information for the Company may be obtained from www.sedar.com. This discussion is dated November 26, 2008.

Batovi Project, Mato Grosso, Brazil

The Company owns a 20% interest in a diamond project located in the Amazon craton, Brazil known as the Batovi Project. Iciena paid $600,000 to the vendor to finance exploration and is obligated to pay 20% of any further exploration expenditures on the property.

During the fiscal year ended March 31, 2008, the Company entered into a second option agreement to acquire the remaining 80% interest in the Batovi Diamond project. Compensation upon execution of the option consists of the Company issuing 5,000,000 shares to each of the two optionors within ten days of the option being approved and exercised. In addition to the share consideration, the Company is required to undertake and spend US$2,000,000 in exploration expenditures on or before the second anniversary of the date all approvals are received. The Company has exercised this option and issued 5,000,000 shares to each of the two optionors.

The Company has agreed to retain Kel-Ex Developments Ltd. (“Kel-Ex”), a company that is associated with Dr. Charles Fipke, as operator for the project. As operator, Kel-Ex will have a 10% carried interest in the project.

For the three month period ended September 30, 2008, the Company did not perform any work on this property.

Jatoba Project, Brazil

Through its wholly owned subsidiary, Mineracao Sucunduri Ltda, the Company owns an undivided, 100-per-cent interest in certain mineral concessions, totaling approximately 215,000 hectares located in the Paranatinga kimberlite district of Brazil. This project is known as the Jatoba Project. Iciena issued 2.5 million shares, and paid $325,000 (U.S.) for this project. The property is subject to a 2% net smelter return royalty to the vendors.

To date, the Company has completed an airborne magnetic and TEM survey on the property at a cost of US$1,096,000. The Company intends to commence drilling high priority kimberlitic targets as identified by the airborne survey.

For the three month period ended Septmeber 30, 2008, the Company capitalized $53,048 related to this project.

Hot Property, British Columbia, Canada

On February 18, 2008 the Company entered into an option agreement (the “Option”) with Joseph Lawrence, John Ostler and Bruce Squinas (collectively, the “Optioners”) to acquire a 100% interest in 118 contiguous mineral claims (collectively, the “Claims”). The Claims are located in central British Columbia and consist of approximately 2,186 hectares.

Pursuant to the terms of the Option Agreement, in order for the Company to maintain its interest in the Claims it is required to issue the Optionors an aggregate of $210,000 payable in multiple tranches over a five-year period ($72,762 paid) and allot and issue to the Optionors an aggregate of 180,000 common shares in the capital of the Company (issued). Upon completion of the cash payments and the share issuances by the Company to the Optionors, the Company will have earned a 100% interest in the Claims, subject only to a 1.5% net smelter return in favour of the Optionors.

Preliminary exploration preparation work of $26,806 has been incurred on the project, and the entire $72,762 in acquisition cost paid thus far has been capitalized to this project.

Option Agreement with Metalex Ventures Ltd.

The Company entered into an option agreement with Metalex Ventures Ltd., a company listed on the TSX Venture Exchange (the “Optionor”), dated effective April 15, 2008 (the “Option Agreement”). Pursuant to the terms of the Option Agreement, the Company has an option to acquire a 15% working interest (the “15% Interest”) in 20 contiguous mineral claims located in Brazil comprising approximately 122,880 hectares (the “Mineral Claims”). If the Company exercises the 15% Interest it has the right, subject to the terms of the Option Agreement, to earn a further 34% working interest in the Mineral Claims for a total working interest in the Mineral Claims of 49% (the “49% Interest”). The Mineral Claims are subject to a 10% net profits interest in favour of the Optionor and a 10% net profits interest, payable in kind, in favour of Kel-Ex Development Ltd. (“Kel-Ex”). Kel-Ex is a company incorporated pursuant to the laws of British Columbia and is controlled by Dr. Charles Fipke. Dr. Fipke is also the Chairman of the Optionor.

In order to earn the 15% Interest, the Company must incur exploration expenditures on the Mineral Claims of $2,000,000 in staggered intervals over an 18 month period commencing on the day that the Optionor receives regulatory approval for the Option Agreement (the “Effective Date”). In order to earn the 49% Interest, the Company must incur an additional $3,000,000 in exploration expenditures during the period beginning on the second anniversary of the Effective Date and ending on or before the fourth anniversary of the Effective Date. If the Company exercises the 49% Interest it will enter into a joint venture (the “Joint Venture”) with the Optionor to develop the Mineral Claims. The initial working interests of the Company and the Optionor in the Joint Venture will be 49% and 51% respectively.

Kel-Ex will be the initial operator in respect of the work programs on the Mineral Claims agreed to between the Company and the Optionor. Kel-Ex will be entitled to a management fee equal to 10% of such exploration expenditures incurred from time to time.

The Option Agreement and the Company’s obligations thereunder, are subject to the approval of the TSX Venture Exchange (the “TSXV”). In order to secure the Option Agreement, the Company advanced $250,000 to the Optionor as a deposit (the “Deposit”) and if the TSXV does not approve the Option Agreement, the Deposit is fully refundable by the Optionor to the Company.

During the quarter ended September 30, 2008 the Company continued to have zero revenue, which is unchanged from the same period in 2007. The net loss from operations for the three months ended September 30, 2008 was $790,879 (2007 – 269,527). The significant increase in operating expenses is broken down as follows:

Accounting and Audit

Accounting and audit expense for the quarter ended September 30, 2008 was $65,904 (2007 - $39,879). The majority of the expense consisted of a $35,544 payment to the Company’s independent auditors related to the audit of year end financial statements. The balance of the amount related to accounting work performed in relation to the restatement of prior quarter’s financial statements for the periods ended June 30, 2007, September 30, 2007, December 31, 2007, June 30, 2008, and the year ended March 31, 2008.

Legal

Legal fees incurred during the quarter were $17,923 (2007 - $75,436), which was relatively the same as the prior two quarters. The decrease in 2008 compared to 2007 was due to increased legal activity during the quarter ended September 30, 2007, related to contract negotiations and legal advice rendered.

Management Fees

Management fees were reduced for the quarter ended September 30, 2008 to $36,900 (2007 - $124,000). The reason for the reduction is a concerted effort by management to reduce compensation for the fiscal year. This was accomplished through the renegotiation of management agreements effective April 1, 2008. Management fees were relatively unchanged compared to the quarter ended June 30, 2008.

Consulting Fees

Consulting fees incurred during the quarter increased year over year, to $142,825 (2007 – $55,786). The increase is primarily due to corporate finance consulting activity. This is in conjunction with a planned equity financing upon the Company’s common shares being available for trading.

Office, Rent & Misc.

Office and rent for the three months September 30, 2008 was $12,144 (2007 – $22,419). The decrease in expense year over year is attributed to a decrease in rent for the quarter, as the Company now rents common office space with another company. The rental agreement did not exist in 2007.

Public Relations & Travel

Public relations and travel for the three months ended September 30, 2008 was $69,230 (2007 - $7,352). The increase year over year can be attributed to an increase in public awareness costs.

Stock based Compensation

Stock based compensation, a non-cash expense line item, was $442,749 (2007 – $60,000). Stock based compensation is calculated by multiplying the fair value of an option vesting in the period by the number of options vesting.

During the six months ended September 30, 2008, 7,950,000 options were granted, and vested immediately. These options all had a fair value of $0.059. The significant increase over the 6 months ended November 30, 2007 is due to this option grant, and the immediate vesting of these options.

To summarize, the difference in stock based compensation is attributable to a significantly larger number of options vesting during the quarter.

Loss (Gain) on Foreign Exchange

For the six months ended September 30, 2008, the Company recorded a small gain on foreign exchange of $3,365 (2007 – $978). The difference can be attributed to minor volatility in the exchange rate of the Brazilian Real against the Canadian Dollar. On April 1st, 2008, the exchange rate was 0.5873. At the end of the quarter, September 30th, the rate was 0.5476.

Liquidity and Capital Resources

Iciena Ventures Inc. is a mining exploration and development company with no producing resource properties and consequently no current operating income or cash flow. Future development of the Company’s mineral property interests will depend on the Company’s ability to obtain additional financing through the sale of securities or to enter into acceptable agreements with third parties for joint venture development of properties. There is no assurance that such financings and joint venture opportunities will be available when required or under terms favourable to the Company.

The Company’s working capital was ($287,407) as at September 30, 2008. Management is actively pursuing a future financing with a planned completion in the third or fourth quarter of this fiscal year.

Share Capital

Common Shares

The following table summarizes common shares issued and outstanding at September 30, 2008 and November 26, 2008:

Warrants

The following summarizes information about the share purchase warrants outstanding as at September 30, 2008 and November 26, 2008:

Options

The following summarizes information about the stock options outstanding as at September 30, 2008 and November 26, 2008:

c) Incurred consulting fees of $20,825 (2007 - $nil) with Don Morrison, a director of the Company, pertaining to the Hot Property acquisition;

d) Incurred directors’ fees of $Nil (2007 - $nil);

Measurement:

These transactions were in the normal course of operations and were measured at the exchange amount of consideration established by and agreed to by the related parties and did not differ from the arm’s length equivalent value for these services.

Other Disclosures

Off – Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of financial statements in conformity with Canadian Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from those estimates.

Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. There have been no changes in the Company’s financial reporting internal controls during the quarter ended September 30 2008that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Approval

The Board of Directors of Iciena Ventures Inc. has approved the disclosure contained in the annual MD&A. A copy of this MD&A will be provided to anyone who requests it and can be located, along with additional information, on the SEDAR website at www.sedar.com.