Amendment No. 1 to MR3 Systems Metals Extraction Agreement Dated December 13, 2002 (the "Agreement") between MR3 Systems, Inc. ("MR3") and Raymond L. Looper ("RLL") Effective this 6th day of May, 2003, MR3 and RLL hereby agree to amend certain...

                                                                   Exhibit 10.10
                                                                   -------------


           Amendment No. 1 to MR3 Systems Metals Extraction Agreement
                    Dated December 13, 2002 (the "Agreement")
                                     between
                            MR3 Systems, Inc. ("MR3")
                                       and
                            Xxxxxxx X. Xxxxxx ("RLL")


Effective this 6th day of May, 2003, MR3 and RLL hereby agree to amend certain
Sections of the Agreement, as follows:

         1.       Exhibit A shall be amended to include 20 additional claims to
                  be filed by RLL on or before May 15, 2003; and

         2.       Section 3.1(e) is amended to read as follows:

                           "(e)     reach a processing rate of 300 tons of
                                    Source Material per day within 60 days of
                                    the date of commencement of processing
                                    Source Material under Section 3.3(e) below";
                                    and

         3.       The date for the completion of testing under Section 8.2 shall
                  be September 1, 2003.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Agreement to be executed on the date first written above by their duly
authorized representatives.

MR3 Systems, Inc.



By: /s/ XXXXXXX X. XXXX
    ------------------------------
    Xxxxxxx X. Xxxx
    Chairman and CEO



Xxxxxxx X. Xxxxxx



By: /s/ XXXXXXX X. XXXXXX
    ------------------------------
    Xxxxxxx X. Xxxxxx