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Consultant Agreement (brown)

This is an actual contract by CAN Cal Resources.

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Sectors: Metals and Mining
Governing Law: Nevada, View Nevada State Laws
Effective Date: April 19, 2004
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EXHIBIT 10.3


CONSULTING AGREEMENT


THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of April 19, 2004 (the "Effective Date"), between Can-Cal Resources Ltd., a Nevada Corporation (the "Company"), whose principal place of business is 8224 Ocean Gate Way, Las Vegas, Nevada, and Terry Brown, an individual (the "Consultant"), whose address is Calle 13a, No. 4004. Col. Santa Rosa, Chihuahua, CP 31050, Chihuahua, Mexico.


R E C I T A L S


A. The Company is engaged in the exploration and development of mineral resource properties.


B. The Consultant wishes to provide geological consulting services ("Services") to the Company, and the Company wishes to hire the Consultant, subject to the terms and conditions of this Agreement.


C. The Consultant, by virtue of his involvement with the Company, will become familiar with and possessed with the manner, methods, trade secrets and other confidential information pertaining to the Company's Business.


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, as follows:


1. RECITALS. The above recitals are true, correct and are herein
incorporated byreference.


2. EMPLOYMENT. The Consultant is hereby employed to provide Services to
the Company in the capacity of Consulting Geologist ("Employment").
The Consultant hereby accepts such Employment, upon the terms and
conditions hereinafter set forth, and agrees to make his Services
available to the Company on a monthly basis, up to twenty (20) days
per month, based on times and lengths of service mutually agreed by
the parties.


3. DURATION. The Employment shall be deemed to have commenced on the
Effective Date and shall continue until either party terminates the
Agreement, by providing the other party with 60-days advance written
notice of termination, or until and unless the Consultant is offered
full-time employment as an employee of the Company or any of its
subsidiaries. The Company will consider offering the Consultant a
full-time employee position, when and if justified by the scope and
breath of the Company's future activities in Mexico. However, the
Company does not warrant or guarantee that the Consultant will be
offered a full-time employee position.


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4. DUTIES DURING EMPLOYMENT PERIOD. The Consultant will perform his
Services to the best of his ability giving the Company the full
benefit of his knowledge, expertise and technical skill.


5. FEES AND OTHER BENEFITS.


(a) Consulting Fee. The Consultant shall be paid a Consulting Fee (the "Fee"), payable at a rate of US$250 per day of Service, based on the Consultant's submission of a supporting invoice detailing the nature of the Services provided and related time commitments. It is agreed that the Fee shall be payable: (i.) US$160 in cash, by wire transfer of funds to a US bank account to be advised by the Consultant and (ii.) US$90 in restricted common shares ("Shares") of the Company. The number of Shares to be issued in satisfaction of the US$90 portion of the Fee shall be determined by dividing US$90 by the average closing price of the company's common stock, as quoted on the Over-The-Counter Bulletin Board, applicable to the dates for which Services were provided. Any fractional Share resulting from the calculation shall be rounded up. The Fee of $250 per day shall be payable entirely in cash once the Company has raised, as from the Effective Date, at least US$1.0 million in third party financing to support its business activities in Mexico or beginning as of January 1, 2005, whichever comes first.


(b) Business Expense Reimbursement. The Consultant shall be timely reimbursed for all business-related travel and entertainment expenses, as well as business-related out-of-pocket expenses, incurred directly in the performance of his Services, provided he reports same with proper receipts.


(c) Finder's Fee. The Consultant has informed the Company that he has a database of mineral properties ("Properties") located in Mexico, based on his involvement with the mining industry in Mexico for over the past ten years. With the signing of this Agreement, the Consultant shall provide the Company with a list of the Properties (the "List") in his database, which shall include the names of the Properties, their location in Mexico, and whether the Properties are owned by a concessionaire (and the concessionaire's name, if available) or by the Federal Government. The Company shall have a right of first refusal to acquire any Property on the List. Any Properties submitted by the Consultant to the Company for acquisition must be in writing. If the Company declines to acquire any Property submitted for acquisition by the Consultant, after a 90 days due diligence period, the Consultant shall be free to offer the Property to another person, company or organization, free of any claim by the Company. The List shall be delivered to the Company separate from this Agreement and shall be held strictly confidential.


If the Consultant presents any of the Properties on the List to the Company, and if the Company subsequently acquires any said Properties, the Consultant shall be entitled to receive, as a Finder's Fee, a 1% Net Smelter Return Royalty ("NSR") on any future sales of mineral products from any said Properties by the Company, any successor company in the event of the sale and/or merger of the Company, or future joint venture entity formed to operate any said Properties. If the Company subsequently abandons any of the acquired Properties, the Company agrees to facilitate the transfer of the Property to any person, company, or organization to be advised by the Consultant, if and as permitted pursuant the Mines Law of Mexico and provided that the Company will not incur any adverse legal or tax consequences.


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While this Agreement is in force and the Consultant is providing Services to the Company, the Consultant shall not be entitled to receive a Finder's Fee on: (i.) any Properties on the List which are known to the Company as of the Effective Date, or (ii.) any mineral property brought to the Consultant's attention either by the Company or a third party, or identified and developed by the Consultant during the term of this Agreement, even if the mineral property was one of the Properties on the List and assuming that the Consultant had not previously formally submitted, in writing, any said Properties to the Company for acquisition consideration. The mere submission of the List to the Company by the Consultant shall not be considered a formal presentation of any of the Properties to the Company for acquisition consideration.


6. DUTIES UPON TERMINATION. Upon the termination of this Agreement, for whatever reason and howsoever arising or effected, the Consulta
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