Amendment No. 1 INDEPENDENT CONTRACTOR AGREEMENT

  Exhibit 10.3

Amendment No. 1
INDEPENDENT CONTRACTOR AGREEMENT

This Amendment No. 1 to Independent Contractor Agreement (“Agreement”) is effective December 31, 2009 and is between GEOVIC Ltd. (“Company” or “Geovic”) and Mineral Services, LLC, (“Contractor”) 000 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. The Company and the Contractor are in some places herein referred to individually as a Party and collectively as the Parties.

WHEREAS:

A.	Contractor and Company entered into the Independent Contractor Agreement effective June 15, 2009 (“Original Agreement”), following approval by the Board of Directors of Geovic Mining Corp.;
B.	The Compensation Committee of the Board of Directors approved the material terms of this Amendment No.1 in December 2009;
C.	The Parties intend that the Original Agreement shall be amended to change the compensation arrangements for the Contractor commencing October 2009, the beginning of the third fiscal quarter of the Company as set forth herein, and
D.	Except as set forth in this Agreement, all other terms and conditions of the Original Agreement shall remain in full force and effect.

WHEREFORE, IT IS HEREBY AGREED as follows:

1.  Change in Compensation. Section 1.3 of the Original Agreement shall be revised and amended to provide as follows:

1.3	The Geovic shall pay the Contractor (“Contractor Fees”) against delivery of an invoice by the Contractor containing such details of Services as the Geovic shall reasonably request, as follows:
	1.3.1	Fixed Fee. Twenty-eight Thousand US dollars ($28,000) per calendar quarter, payable calendar quarterly in arrears for all Services provided by Contractor during the quarter;

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1.3.2	Timeliness of Invoices. Invoices in reasonable detail shall be provided to Geovic within 20 days of each calendar quarter end shall be payable upon receipt.
1.3.3	Unless extended by mutual agreement of the Parties, the quarterly compensation payable to Contractor under this Agreement shall revert to the rate payable under the Original Agreement for calendar quarters commencing July 1, 2010.

2.   No Other Changes. Except as set forth in this Agreement, all other terms and conditions of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have executed the Agreement effective as of the date first above written.

 Geovic Ltd.,

 A corporation organized under the laws of the Cayman Islands

/s/ Xxxxx X. Xxxxxx                  
By:  Xxxxx X. Xxxxxx
Authorized officer

Mineral Services, LLC
Contractor

/s/ Xxxxxxx X. Xxxxx             
By:  Xxxxxxx X.  Xxxxx
Authorized Member

Tax I.D.  #00-0000000                     

/s/ Xxxxxxx Xxxxx                      
Xxxxxxx Xxxxx, Individually

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