Unassociated Document


    Exhibit
      10.10

     

    Amendment
      No. 1 to Share Exchange Agreement

    


    This
      Amendment No. 1 to Share Exchange Agreement (this “Amendment No. 1”) is dated as
      of the 19th day of June, 2007 by and among Pacific Copper Corp., a Delaware
      corporation (the “Company”); Harold
      Gardner (“Gardner”) for a Chilean corporation
      to be formed by Gardner (“Chile Co.”); and the persons executing this Amendment
      in their capacity as shareholders of Chile Co. (the
“Shareholders”).

    


    RECITALS

    


    WHEREAS,
      the Company, Gardner, Chile Co. and the Shareholders (collectively the
“Parties”) entered into a Share Exchange Agreement dated as of April 11, 2007
      (the “Original Agreement”); 

    


    WHEREAS,
      as just prior to the closing of the Original Agreement, the Shareholders will
      own of record and beneficially all of the issued and outstanding shares of
      the
      capital stock of Chile Co. (the “Chile Co. Shares”), as set out in the Original
      Agreement; 

    


    WHEREAS,
      pursuant to the Original Agreement the Shareholders agreed to sell to the
      Company, and the Company agreed to purchase from the Shareholders, the Chile
      Co.
      Shares; 

    


    WHEREAS,
      pursuant to the Original Agreement the Shareholders agreed to receive an
      aggregate of 6,150,000 shares of the Company’s common stock in exchange for the
      shares of Chile Co. (the “Exchange Shares”); 

     

    WHEREAS,
      the parties have agreed to extend the time for closing. 

    


    NOW,
      THEREFORE, for the mutual promises and undertakings contained herein, and for
      other good and valuable consideration, the Parties hereby amend the Original
      Agreement as follows:

    


    
      	1.  	
              Section
                1.7 shall be amended to change the number of day after execution
                of the
                Original Agreement for closing from 60 days to 120
                days.

            


    

    


    This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which together shall constitute one and the
      same
      instrument. Execution and delivery of this Agreement by exchange of facsimile
      copies bearing facsimile signature of a party shall constitute a valid and
      binding execution and delivery of this Agreement by such party. Such facsimile
      copies shall constitute enforceable original documents. The Company shall be
      responsible to provide each party to the Agreement, a fully executed copy once
      all signatures have been received.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      IN
        WITNESS WHEREOF, the parties have executed this Amendment, as of the date
        first
        written above.

      


      
        	
                PACIFIC
                  COPPER CORP.

              
	 	 
	
                By:
                  

              	
                /s/
                  Stafford Kelley

              
	 	
                Stafford
                  Kelley

              
	 	
                Corporate
                  Secretary

              
	 	 
	
                CHILE
                  CO.

              
	
                (to
                  be incorporated)

              
	 	 
	
                By:
                  

              	
                /s/
                  Harold Gardner

              
	 	
                Harold.
                  Gardner

              
	 	 
	
                THE
                  SHAREHOLDERS

              


      

      


      
        	
                Signature

              
	 
	
                /s/
                  Harold Gardner

              
	
                     
                  Harold Gardner

              
	 
	
                /s/
                  Eduardo Esteffan 

              
	
                     
                  Eduardo Esteffan

              
	 
	
                /s/
                  Guillermo Ortiz 

              
	
                     
                  Guillermo Ortiz

              
	 
	
                /s/
                  Eduardo Aguirre

              
	
                     
                  Eduardo Aguirre

              
	 
	
                /s/
                  Hector Olivares

              
	
                     
                  Hector Olivares

              
	 
	
                Woodburn
                  Holdings Ltd.

              
	 	 
	
                Per:

              	
                /s/
                  Robert M. Baker

              
	
                Name:
                  

              	
                Robert
                  M. Baker

              
	
                Title:

              	
                President