Can Cal Resources Ltd – ‘SB-2’ on 9/21/04 – EX-10.4

On:  Tuesday, 9/21/04, at 4:43pm ET   ·   Accession #:  1028269-4-85   ·   File #:  333-119159

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Can-Cal Sb-2, September 21, 2004                      75    376K 
 2: EX-4.0      Form of Warrant                                        6     27K 
 3: EX-5        Opinion of Counsel                                     2     11K 
 4: EX-10.4     Amendment to Consulting Agmt. (Vega)                   2     10K 
 5: EX-23.0     Consent of Audit Firm                                  1      7K 

EX-10.4   —   Amendment to Consulting Agmt. (Vega)

EX-10.4
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                                                                    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 8224 Ocean Gate Way, Las Vegas, Nevada, and Luis A. Vega, an        
individual (the "Consultant"), whose address is 2076 Omaha, Kingman, Arizona    
86401.                                                                          

 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.                                                                        

EX-10.4
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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/  Anthony F. Ciali
                                                      --------------------------
                                            ANTHONY F. CIALI
                                             PRESIDENT & CEO

By:   /s/  Luis A. Vega                                                         
------------------------                                              
LUIS A. VEGA                                                          
CONSULTANT

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
Filed on:		9/21/04
		8/23/04		1
		8/23/03		2
		4/17/03		1					10KSB/A
									List all Filings