Metallica Resources Inc.: Exhibit 4.19 - Prepared by TNT Filings Inc.



 



Exhibit 4.19 


AGREEMENT 

This Agreement, entered into as of May 1, 2005, is
hereby made between Metallica Management Inc. ("Metallica" or "Client") located
at 12200 East Briarwood Avenue, Suite 165, Centennial, Colorado 80112 and the
Independent Contractor set forth below in accordance with the following terms,
conditions and provisions: 


1. Identity of Independent
Contractor (hereinafter "IC"): 

Robert Martinez - Consulting Engineer 

2477 E. Packsaddle Dr. 

Coeur d' Alene, ID 83815 

Telephone: (208) 772-7363 



Social Security Number or Federal E.I.N.: _________________ 


	
    Type of Entity:  [x] Sole proprietorship
	[ ] Partnership
	
                                
    [ ] Corporation
	[ ] Limited
    Liability Company
	
                                
    [ ] Other
	 


2. Scope of Services to be
Performed: 

Consulting services on a part-time basis to assist with review, evaluation
and due diligence of merger candidates and property acquisitions, as well as
provide consulting on strategic issues. 


3. Terms of payment: 

IC shall be compensated for his services performed pursuant to this
Agreement at a rate of $125 per hour, not to exceed $1,000 per day. IC shall
submit invoices to Metallica detailing the services rendered on a monthly or
project basis. Metallica agrees to promptly pay such invoices. 


4. Reimbursement of
Expenses: 

Metallica will reimburse IC for reasonable and customary expenses incurred
during the performance of IC's services. 

5. Equipment, Tools, Materials
or Supplies: 

IC shall supply all equipment, tools materials and/or supplies to accomplish the
services to be performed. 

6. Federal, State and Local
Payroll Taxes: 

Neither federal, state or local income taxes, or any payroll related taxes shall
be withheld or paid by Metallica on behalf of IC or the employees of IC. IC
shall not be treated as an employee with respect to the services performed
hereunder for Federal or state tax purposes. 

7. Notice to IC Regarding IC's
Tax Duties and Liabilities: 

IC understands that IC is responsible to pay, according to law, IC's income tax.
If IC is not a corporation, IC further understands that IC may be liable for
self-employment (social security and medicare) tax, to be paid by IC according
to law. 




8. 
Fringe Benefits: 

Because IC is engaged in IC's own independently established business,
IC is not eligible to participate in any employee pension, health or other
fringe benefit plan of Metallica. 


9. 
Metallica Not Responsible for Workers'
Compensation: 

Metallica shall not maintain workers' compensation insurance
concerning IC or the employees of IC. IC agrees to comply with the workers'
compensation law concerning IC and the employees of IC, and shall provide to Metallica a certificate of workers' compensation insurance. 


10.
Term of Agreement. 

This Agreement shall begin on May 1, 2005 and shall terminate on
December 31, 2005. 


11.
Termination Without Cause: 

Without cause, either party may terminate this agreement after giving
30 days prior written notice to the other of intent to terminate without cause.
The parties shall deal with each other in good faith during the 30-day period
after any notice of intent to terminate without cause has been given. 


12.
Termination With Cause: 

With reasonable cause, either party may terminate this agreement
effective immediately upon giving of written notice of termination for cause.
Reasonable cause shall include a material violation of this Agreement or any act
exposing the other party to liability to others for personal injury or property
damage. 


13.
Non-waiver: 

The failure of either party to exercise any of its rights under this
agreement for a breach thereof shall not be deemed to be a waiver of such rights
or a waiver of any subsequent breach. 


14.
No Authority to Bind Metallica: 

IC has no authority to enter into contracts or agreements on behalf
of Metallica. This Agreement does not create a partnership between the parties.



15.
Declaration by Independent Contractor. 

IC has complied with all Federal, state and local laws regarding
business permits, certificates and licenses that may be required to carry out
the work to be performed under this Agreement. 


16.
How Notices Shall be Given: 

Any notice given in connection with this agreement shall be given in
writing and shall be delivered by hand to the party or by certified mail, return
receipt requested, to the party at the party's address stated herein. Any party
may change its address stated herein by giving notice of the change in
accordance with this paragraph. 


17.
Choice of Law: 

Any dispute under this agreement or related to this agreement shall
be decided in accordance with the laws of the State of Colorado. 


18.
Entire Agreement: 

This is the entire agreement of the parties. 




19.
Severability: 

If any part of this Agreement is held unenforceable, the rest of this
Agreement will nevertheless remain in full force and effect. 


20.
Confidential Information: 

IC shall not at any time during the term of this Agreement, or at any
time thereafter, use or disclose proprietary information of Metallica or any of
its affiliates, without the written authorization of Metallica. Affiliates of
Metallica are as follows: 

Metallica Resources Inc. 

Metallica Barbados Inc. 

Minera San Xavier S.A. de C.V. 

Minera Metallica Ltda. 

Metallica Brasil Ltda. 

MMM Exploraciones S.A. de C.V. 

De Re Holdings Inc. 

Datawave Sciences Inc. 

Raleigh Mining International Limited 

Minera San Xavier, S.A. de C.V. 

Servicios del Plata y Oro, S.A. de C.V. 


21.
Amendments: 

This Agreement may be supplemented, amended or revised only in
writing by agreement of the parties. 

Metallica Management Inc. 

	/s/ Richard J.
    Hall	Date: May 9, 2005
	Richard J. Hall	 
	President and
    Chief Executive Officer	 
	 	 
	 	 
	 	 
	 	 
	/s/ Robert
    Martinez	Date: May 2, 2005
	Robert Martinez	 
	Independent
    Contractor