AMENDMENT TO TRUST AGREEMENT

Exhibit 10.6

AMENDMENT TO TRUST AGREEMENT

THIS AMENDMENT TO TRUST AGREEMENT made as of the 20^th day of September, 2002.

BETWEEN:

STERLING GROUP VENTURES, INC., a company duly

incorporated under the laws of the State of Nevada and having an office at

Xxxx 00, 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX, X0X 0X0

(hereinafter called "Sterling")

OF THE FIRST PART

AND:

XXXXX X. XXXXXX, businessman, having an office at Xxxx 00, 00000

Xxxxxxx Xxxxxx, Xxxxxxxx, XX, X0X 0X0

(hereinafter called the "Trustee")

OF THE SECOND PART

WHEREAS: Doutaz and Sterling desire to amend that certain Option To Purchase And Royalty Agreement between Sterling and Mayan Minerals Ltd. dated May 31, 2002 to purchase and explore certain mineral claims in the Province of British Columbia;

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:

The Trust Agreement entered into between Doutaz and Sterling dated May 17, 2002 is hereby amended in relevant part to read as follows:

2. TERMINATION

2.1	This Agreement will terminate on:
	(a)	January 01, 2006, unless on or before that date, Sterling terminates in writing that certain Option To Purchase And Royalty Agreement dated May 17, 2002 between Mayan Minerals Ltd., Xxxxx X. Xxxxxx and Sterling Group Ventures, Inc.

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

STERLING GROUP VENTURES, INC.

/s/    Xxxxx X. Xxxxxxxxx

Per:

by its Authorized Signatory

XXXXX X. XXXXXX

 /s/    Xxxxx X. Xxxxxx