Unassociated Document


    Exhibit
      10.9

     

    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”); David Hackman (“Hackman”) for a Peruvian
      corporation to be formed by Hackman (“Peru Co.”); and the persons executing this
      Amendment in their capacity as shareholders of Peru Co. (the
“Shareholders”).

    


    RECITALS

    


    WHEREAS,
      the Company, Hackman, Peru 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 Peru Co. (the “Peru 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 Peru
      Co.
      Shares; 

    


    WHEREAS,
      pursuant to the Original Agreement the Shareholders agreed to receive an
      aggregate of 4,850,000 shares of the Company’s common stock in exchange for the
      shares of Peru 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


      

      
        	 	 	 
	 	
                PERU
                  CO.

                (to
                  be incorporated)

              
	 
 	 
 	 
 
	 	By:  	/s/ David
                B
                Hackman
	 	
                

                 David
                  B.
                  Hackman

              


      

      
        	 	 	 
	 	THE
                SHAREHOLDERS
	 
 	 
 	 
 
	 	/s/ David
                B.
                Hackman
	 	
                
     
David
                B.
                Hackman


      

      
        	 
 	 
 	 
 
	 	/s/ Donald
                LeRoy Stiles
	 	
                
      Donald
                LeRoy
                Stiles