**Exhibit 10.3****ConsultingServices Agreement**This Agreement is entered into effective February 1, 2006 by and between Canyon ResourcesCorporation, a Delaware corporation, (hereinafter **“Company”),**and Gary C. Huber (hereinafter**“Consultant”).****1. TheServices: Consultant**shall perform for **Company** the consulting services (hereinafter the“Services”) described in Section A of the Schedule by this reference is incorporated herein.**2. Performance and Schedule:**The Services shall be performed during the period mentioned in SectionB of the Schedule. **Company**and **Consultant,**however, may terminate this Agreement at any timewithout cause upon giving **Consultant**ten (10) days written notice of termination.**3. Compensation:**For satisfactory performance of the Services, **Company** shall pay **Consultant**compensation in accordance with Section C of the Schedule.**4. Independent Contractor:**In performing the Service, **Consultant**shall operate as and have thestatusof an independent contractor and shall not act as or be an agent, partner or employee of **Company.**As anindependent contractor, **Consultant**will be solely responsible for determining the means, manner,andmethod for performing the Services. **Company**shall have no right to control or to exercise anysupervisionover **Consultant**as to how the Services will be accomplished. **The independent contractor is notentitled to workers’ compensation benefits and the independent contractor is obligated to payfederaland state income taxes on any monies earned pursuant to the contract relationship.****5. Company’s Representative: Consultant**shall report to and consult with **Company**through arepresentative designated by **Company**(hereinafter**Company’s** Representative). The name of**Company’s**Representative is James Hesketh, President & CEO.**6. Compliance With Law: Consultant**shall give all necessary notices and shall comply and ensurethatall **Consultant’s**subcontractors and suppliers comply with all applicable federal, state, and locallaws,ordinances, governmental rules and regulations relative to the Services.**7. Warranty: Consultant**shall perform the Services with that standard of care, skill, and diligencenormally provided by a professional person or firm in the performance of similar consultingservices.**8. Insurance:** All of **Consultant’s**activities hereunder shall be at **Consultant’s**own risk, and**Consultant**shall not be entitled to Worker’s Compensation or other insurance protection provided by **Company,**nor shall **Consultant** be entitled to the benefit of any other plans or programs intended for**Company’s**employees.**9. Confidentiality:**All knowledge and information acquired or developed by or on behalf of**Consultant**hereunder shall be and remain the confidential and proprietary information of **Company.**Anyinformationacquired or developed by **Consultant**hereunder shall be returned to **Company**upon request, or at thetermination of this Agreement. **Consultant**shall ensure that **Consultant**and those performing on**Consultant’s**behalf maintain strict security over all knowledge and information acquired ordeveloped by**Consultant**during the performance of this Agreement and shall not divulge any such knowledge orinformation directly or indirectly to any person, other than the authorized representatives of**Company,**without **Company’s**prior written consent. The obligations of confidentiality set forth herein shallsurvivetermination of this Agreement for a period of two (2) years.**10. Conflicts of interest:**From the commencement of this Agreement until the completion of theServicesor until this Agreement is terminated, whichever occurs earlier, the Consultant shall:(i) Ensure that it undertakes no service, task or job or enter into any arrangement or do anythingwhatsoever with, for or on behalf of any third party (other than in the proper performanceof this Agreement) which would create a conflict of interest in connection with theConsultant’s role hereunder, without the written approval of Company which written approval shallnot be unreasonably withheld or delayed;
 

 
(ii) Notify Company as soon as reasonably practicable and in writing of any situationconcerning Consultant or any subcontractor appointed in accordance with Clause 11 below or anyof its or their affiliates, which may reasonably be considered to give rise to a conflict ofinterest; (iii) Company may require Consultant to take such steps as will avoid or remove anyconflict arising and, if Consultant fails to take such steps or if in the opinion of Companysuch steps do not avoid or remove the conflict, Company may immediately terminate thisAgreement.**11. Subcontracts and Assignments: Consultant’s**rights and obligations hereunder are deemed to bepersonal and may not be transferred or assigned, and any attempted assignment shall be void and ofnoeffect.**12. NoExclusive Obligation:**It is expressly recognized by **Company that **Consultant**may beperforming consulting work for clients other that **Company,**and that **Consultant**makes nocommitments as to specific dates or times that **Consultant**will conduct such services.**13. Modification; Waiver; Construction:**No change orders, modification to, addition to, or waiverofany of the provisions of this Agreement shall be binding upon either party unless in writing signedby anauthorized representative of each party.**14. Notice:**Any notice required or permitted hereunder shall be deemed to have been properly givenwhen delivered personally to the party for whom it is intended or seventy-two (72) hours afterdeposit inthe U.S. Mail (certified and return receipt requested) of an original or confirming copy ortwenty-four (24)hours after entrustment to a professional overnight courier service, or upon receipt oftransmission byfacsimile, with all necessary postage or charges fully prepaid, addressed to the party for whom itisintended, at the addresses set forth in Section D of the Schedule.**15. Severability:**In the event that any of the provisions, or portions or applications thereof, ofthisAgreement are held to be unenforceable or invalid by any court of competent jurisdiction,**Consultant**and**Company**shall negotiate an equitable adjustment in the provisions of this Agreement with a viewtowardeffecting the purpose of this Agreement and the validity and enforceability of the remainingprovisions, orportions or applications thereof, shall not be affected thereby.**16. Governing Law:**The validity, interpretation, and enforcement of this Agreement shall begovernedby the law of the state of Colorado. The venue of any action filed under this Agreement shall be inthecourt of the state of Colorado.**17. Entire Agreement:**This Agreement, including the Schedule attached hereto and by this referenceincorporated herein, sets forth the full and complete understanding of the parties hereto as of thedatedhereof relating to the subject matter hereof and supersedes any and all prior negotiations anddealings.
 

 
**InWitness Whereof,** the parties hereto have entered into theAgreement effective as of the datefirst above written.     **Witness:** **Company:**       By: /s/ James K.B. Hesketh             Title: President & CEO     **Witness:** **Consultant:**       By /s/ Gary C. Huber            Title             Federal Tax ID ####-##-####      
 

 
**Section A — Scope of Services**The Services to be performed by **Consultant**under this Agreement shall be generally as described inthis Paragraph 1 below. The primary location for **Consultant’s**performance of consulting Servicesshall be as described in this Paragraph 1 below:Consultant shall provide financial, technical and management consulting services to theCompany as required.**Section B — Term of the Agreement**Unless sooner terminated by **Company,**the term of this Agreement shall commence as of February 1,2006 and shall continue through July 31, 2006 or upon satisfactory completion of the Services priorto such date.**Section C— Compensation — Cost Not to Exceed**1. As full compensation for the Services (except only for reimbursement of expenses under Paragraph2below) performed or provided by **Consultant**hereunder, and any equipment, materials, and personnelutilized by **Consultant, Company**will pay **Consultant**as described below, such payment due andpayableas described below:a)Day rate of $750 per eight hour day or pro-rata thereof for consulting servicesrequested by theCompany.b) Effective February 1, 2006 Company will grant to Consultant options on 150,000 shares oftheCompany’s stock. Such option grant will be from the Company’s Non-Qualified Stock OptionPlan and have a term of three (3) years.2. In addition to payments for Services, **Company**will reimburse **Consultant**for the followingexpensesincurred in the performance of the Services under this Agreement: (a) travel undertaken in the performance of Services hereunder at **Company’s**request orwith **Company’s**prior written approval, air travel to be by the most direct routeand atthe lowest fare available;  (b) reasonable and necessary expenses incurred by **Consultant**for food andlodgingassociated with (a) above;  (c) the actual cost to **Consultant**of long-distance telephone charges, cable,and telexcharges:  (d) prints and reproductions;  (e) postage, express, air express, and air freight charges;  (f) use of personal automobiles or vehicles at the rate of $0.485per mile for mileage.  (g) other reasonable costs and expenses incurred in the performance of Serviceshereunderwhich are not covered under Paragraph 1 above and which are approved in advanceandin writing by **Company.**
 

 
3, On or about the fifth day of each month, **Consultant**shall submit to **Company**an itemized invoice showing**Consultant’s**charges for Services and reimbursable expenses for the preceding month. Such invoice shall include a description of Services performed and a breakdown of time spent on eachtask. **Consultant**shall submit with **Consultant’s**invoice expense reports on  forms acceptable to **Company,** listing all items for which**Consultant**requests reimbursement. Such reports shall itemize expenses separately by categories and, within categories, by trip, by purpose, and by nature of the expense. Receipts shall be attached for allexpenditures for lodging, transportation or auto rental; for all other travel and entertainment expenditures of $25 or more; and for all other expenditures of $10 or more. Withinthirty (30) days after receiving **Consultant’s**invoice and supporting documentation, **Company**shall review, verify and accept or reject the same in whole or in part.**Company**shall have the right to recover amounts paid for overcharges.4. The compensation paid to **Consultant**hereunder shall constitute full payment and satisfaction forallServices of every kind and character rendered by **Consultant**hereunder and shall be in lieu of othercompensation, reimbursement, commissions, payments, fees, or other charges at any time claimed by**Consultant**from **Company,**whether in conjunction with the Services rendered hereunder or otherwise.**Consultant**shall not incur and demand reimbursement for any expenses, subcontracts, employees, oragents except as specified herein or mutually agreed upon in writing by the parties.**Section D**- **Notices**Notices to **Company**shall be sent to:   Name: James Hesketh   Title: President & CEO   Address: 14142 Denver West Parkway, Suite 250, Golden, CO 80401   Fax: (303) 279-3772 Notices to **Consultant**shall be sent to:   Name: Gary C. Huber   Address: 2101 East Euclid Avenue  Centennial Colorado, 80121   Phone: (303) 347-9562 
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