AMENDING TRUST AGREEMENT

Exhibit 10.4

AMENDING TRUST AGREEMENT

THIS AGREEMENT dated for reference the 1^st day of January, 2006.

BETWEEN:

Knightsbridge RESOURCES, INC., a company duly incorporated under the laws of the State of Nevada and having a registered office at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx Nevada.

("Knightsbridge")

AND:

XXX XXXXXXX, businessman, having an office at 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

("Trustee")

WHEREAS:

1. Knightsbridge and Trustee entered into a trust agreement dated for reference November 15, 2002 ("Trust Agreement");
   
2. The Trust Agreement was to expire January 1, 2006; and
   
3. The parties have agreed to extend the expiry date of the Trust Agreement.

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

1. Subsection 2(1) of the Trust Agreement is replaced with the following:
   

   "2.1 This Agreement will terminate on:

   (a) January 01, 2008, unless on or before that date; or
   (b) on the date that Knightsbridge terminates in writing this agreement; or
   (c) the date on which Knightsbridge incorporates a British Columbia subsidiary to hold Knightsbridge's interest in the Claims and transfers such interest to the subsidiary."
    

2. All other terms of the Trust Agreement will remain the same.
    
3. The Trust Agreement remains in full force and effect except as expressly amended by this Amending Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

KNIGHTSBRIDGE RESOURCES, INC.
 

/S/ Xxx Xxxxxxx                        
Per: Xxx Xxxxxxx

Director and Officer
 

TRUSTEE:

/s/ Xxx Xxxxxxx                      
Xxx Xxxxxxx, as Trustee