Exhibit 4.ww



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ANEXO C

VERSION EN INGLES



THIS AMENDING AGREEMENT is made and entered in the Town of Monterde, Municipality of Guazaparez, State of Chihuahua, Mexico, on this the 30th day of January, 20035 by and between:



EJIDO MONTERDE situated in the Municipality of Guazaparez, State of Chihuahua, Mexico, an ejido duly incorporated pursuant to the Agrarian Act, with main offices located at Salón Ejidal, Town of Monterde, Guazaparez, Chihuahua, herein represented by Masseurs BLAS QUEZADA OZUNA, RAMON BALOIS MUÑOZ, and MIGUEL QUINTERO RIVAS acting as President, Secretary and Treasurer, respectively, of the Ejido Board and MR. MIGUEL PALACIOS TRIAS acting as President of the Supervisory Board (hereinafter referred to as the "Ejido"),



OF THE FIRST PART;



AND



MINERA MONTERDE, S. DE R.L., DE C.V. a company duly incorporated pursuant to the Business Corporations Act of Mexico, with main offices located at Calle Arizona 2055, Col. Las Aguilar C.P. 31237  Chihuahua, Chihuahua. México, herein represented by ALAN DOUGLAS HITCHBORN acting as its General Manager holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter referred to as the Company),



OF THE SECOND PART.



The appearing parties have caused the execution of this Amending Agreement (the "Amending-Agreement") to set forth the terms and conditions under which the Ejido and the Company have agreed to amend certain terms of the Temporary Land Occupation Agreement executed by and among them on July 13th, 2003 (the "Principal Agreement").



This Agreement is entered into by the parties in accordance with the laws of Mexico and, particularly, pursuant to the provisions of the Agrarian Act, the Mining Act and its Regulations and the Federal Civil Code.



WHEREAS:



A.

The Ejido and the Company have executed, with the prior approval of the General Meeting of the Ejido issued In Ejido Meeting held on July 13, 2003, the Principal Agreement; under the terms of the Principal Agreement the Ejido has granted to the Company the temporary occupation rights in and to a portion of the Land in Common Use of the Ejido for the execution by the Company of the Mining Activities (as defined in the Principal Agreement).









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B.

The term the Principal Agreement is of full force and effect is equal to the term of validity of the mining concessions owned or controlled by the Company as of July 13, 2003.



C.

The Ejido and the Company desire to amend the definition of the term Mining Occupation Land" set out in clause 1 (Interpretation) and clause 4 (Term) of the Principal Agreement. And,



D.

The General Meeting of the Ejido has approved in Meeting held on January 30, 2005 the execution hereof and the amendments to the Principal Agreement as herein set out.



NOW THEREFORE, in consideration of the mutual warranties and representations herein contained, the parties have caused the execution of this Agreement as follows:



1.

Amendment to clause 1 (Interpretation). The parties hereby agree to amend clause 1 (Interpretation) of the Principal Agreement solely in respect to the definition of the term "Mining Occupation Land" to hereinafter be defined as follows:



"Mining Occupation Land.- shall mean the portion of the Land in Common Use of the Ejido partially covering the mining lots comprising the Mining Concessions owned or controlled by the Company (having a total land area of 11,007 hectares); the Mining, Occupation Land is the subject matter of the Land Occupation Rights and constitutes the land area within which the Company is authorized to carry out the Mining Activities".



2.

Amendment to clause 4 (Term). The parties hereby agree to amend clause 4 (Term) of the Principal Agreement to hereinafter read as follows:



"4. Term- This Agreement shall be in full force and effect for a term of thirty (30) years commencing on July 13th 2003. This term shall be discretionary to the Company and compulsory to the Ejido. The Company shall have the right to relinquish its rights hereunder and unilaterally terminate this Agreement at any time by delivering to the Ejido a written notice of termination."



3.

Intent- The agreement of the parties in respect to the amendments to the Principal Agreement herein set out is as follows:



A.

The land area of the Mining Occupation Land over which the Company is authorized to execute the Mining Activities (as defined under the Principal Agreement) is to be increased to a total of 11,007 hectares; this area includes the surface area comprised by the "La Rubia" (t.223447, 780.4072has.), 'La Ruble Fracción 1" (t.223448, 23.49 has.) and "La Rubia Fracción 2" (t.223449, 0.495 has ) mining concessions recently titled to the Company. And,



Convenio Modificatorio / Ejido Monterde   7





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B.

The term the Principal Agreement is to be of full force and effect shall be thirty (30) years commencing from July 13th, 2003.



4.

Map Description - The parties attach as Schedule A hereto a technical map descriptive of the geographical position and perimeter of:



A.

The Ejido Land and the Land in Common Use of the Ejido,



B.

The mining lots covered by the Mining Concessions owned or controlled by the Company as of the date hereof (including the "La Rubia" (t 223447, 780.4072has.), "La Rubia Fracción 1" (t223448, 23.49 has.) and "La Rubia Fracción 2" (t.223449, 0.495 has.) mining concessions). And,



C.

The Mining Occupation Land, as amended under this Amending Agreement, covering a surface land area of 11,007.



5.

Integral  Part.- The amendments to the Principal Agreement herein shall form integral part of the Principal Agreement from the date hereof and they shall constitute the agreement of the parties thereto. Therefore, save and except for the aforesaid amendments, the parties hereto ratify in all of its terms the Principal Agreement and this Amending Agreement.



6.

Languages- The parties sign and approve this Amending Agreement in the English and Spanish languages. The parties agree that in the event of discrepancy between the two versions, the Spanish version shall prevail. The parties acknowledge to having obtained sufficient independent legal advice and to having read and understood (through their respective appointed interpreters and legal, counsel) the legal effects and validity of this Agreement in both the Spanish and English versions. The English version is attached as schedule B hereto and made part hereof for all corresponding legal effects.



7.

Whole Agreement.- The Principal Agreement and its attached schedules, this Amending Agreement and its schedules attached hereto and the documents delivered by the parties pursuant thereto, constitute the entire understanding of the parties in respect to the subject matter of the Principal Agreement and this Amending Agreement, and they cancel and supersede any other agreement, contract or letter of intent that they may have executed in respect to the said subject matter.



Convenio Modificatorio / Ejido Monterde   8





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In witness whereof, the parties hereto after having read and understood the legal effects and validity of the premises set forth above, have caused this Agreement to be executed on the date and place above written.





THE MONTERDE EJIDO

THE EJIDO BOARD



/s/ BLAS QUEZADA OZUNA

______________________________

BLAS QUEZADA OZUNA, President

ADRESS: Town of Monterde





/s/ RAMON BALOIS MUNOZ

______________________________

RAMON BALOIS MUNOZ, Secretary

ADRESS: Town of Monterde





/s/ MIGUEL QUINTERO RIVAS

______________________________

MIGUEL QUINTERO RIVAS, Treasurer

ADRESS: Town of Monterde





/s/ MIGUEL PALACIOS TRIAS

______________________________

MIGUEL PALACIOS TRIAS, President Supervisory Board

ADRESS: Town of Monterde







THE COMPANY



MINERA MONTERDE, S. de R. L. de C.V.





/s/ ALAN DOUGLAS HITCHBORN

______________________________

PER: ALAN DOUGLAS HITCHBORN

ITS: GENERAL MANAGER









Convenio Modificatorio / Ejido Monterde   9





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