EXHIBIT 10.4
AMENDMENT TO MANAGEMENT CONSULTING AGREEMENT
Reference is made to the MANAGEMENT CONSULTING AGREEMENT (the
"Agreement") made and entered into as of April 17, 2003, between Can-Cal
Resources Ltd., a Nevada Corporation (the "Company"), whose principal place of
business is 0000 Xxxxx Xxxx Xxx, Xxx Xxxxx, Xxxxxx, and Xxxx X. Xxxx, an
individual (the "Consultant"), whose address is 2076 Omaha, Xxxxxxx, Xxxxxxx
00000.
R E C I T A L S
A. The Consultant was appointed Senior Consulting Geologist to Company on
April 17, 2003.
B. The Consultant, since joining the Company, has rendered invaluable
services on behalf of the Company's future growth potential, which is
acknowledged by the Company's Board of Directors.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
and the exchange of good and valuable consideration, the exchange and receipt of
which hereby is acknowledged by all parties, the Company and the Consultant do
hereby agree to amend Section 5 (c) - Finder's Fee of the Agreement, as of
August 23, 2004 (the "Effective Date" of the Amendment), as follows:
Section 5 (c) Finder's Fee. If the Consultant presents a mineral
property available for acquisition to the Company ("the Mineral Property"), and
if the Company acquires the Mineral Property, the Consultant shall be entitled
to receive, as a Finder's Fee, a Net Smelter Return Royalty ("NSR") on any
future sales of mineral products from the Mineral Property by the Company. A 1%
NSR shall apply to any Mineral Property acquired by the Company, which is owned
by a third party at the time of acquisition by the Company, and a 2% NSR shall
apply to any Mineral Property, which is free of any third party ownership and
any form of underlying payment obligation at the time the Company makes an
application with the Mexican Government to acquire (stake) the Mineral Property.
The Consultant shall neither be entitled to receive a Fee for any time
commitments, nor shall he be entitled to be reimbursed for any expenses, related
to the investigation of any mineral property available for acquisition prior to
the Consultant presenting said mineral property to the Company, unless said time
commitments and expenses are authorized, in advance and in writing, by the
Company.
THE PARTIES TO THIS AMENDMENT HAVE READ THIS AMENDMENT, UNDERSTAND ITS TERMS AND
CONDITIONS, HAVE HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF
THEIR OWN CHOICE AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
August 23, 2003:
CAN-CAL RESOURCES LTD.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
XXXXXXX X. XXXXX
PRESIDENT & CEO
By: /s/ Xxxx X. Xxxx
------------------------
XXXX X. XXXX
CONSULTANT