Exhibit
10.3 


 


SECOND
AMENDMENT TO THE CONTRACT MINING SERVICES AND MINERAL


PRODUCTION
AGREEMENT


 


 


THIS
SECOND AMENDMENT TO THE CONTRACT MINING SERVICES AND MINERAL PRODUCTION AGREEMENT, is made and entered this 15th
day of July, 2011 by and among DYNARESOURCE DE MEXICO, S.A. DE C.V., represented hereto by Mr. Koy Wilber Diepholz (hereinafter
referred to as “DYNA”); and MINERAS DE DYNARESOURCE, S.A. DE C.V., represented hereto by Mr. Koy Wilber
Diepholz (hereinafter referred to as “MINERAS”).


 


 


 


WITNESSETH:


 


 


 


WHEREAS,
DYNA and MINERAS entered into an agreement dated as of April 15, 2005 and FIRST amended on September 15, 2006; pursuant to
which DYNA engaged MINERAS to render the Mining Services described in Schedule A of the Mining Services Agreement, as amended
by the First Amendment to said agreement as described herein, where the parties established the manner in which MINERAS were to
exclusively operate and conduct the Subject Business (Mining Services, Milling services, Maintenance Services, Geology Services,
Engineering Services, Transportation / Trucking Services, Administrative Services, Management of Personnel, Support, as well as
other related services, hereinafter referred to as “the services”);


 


 


WHEREAS,
with the knowledge of all Shareholders of DYNA; MINERAS has been and is to be held as the exclusive entity entitled to exploit
the Mine and provide the inherent services,


 


 


WHEREAS,
as per the services to be rendered, DYNA deems certain terms of the original Agreement to be extensive, thus the need to amend
certain items of said Agreement.


 


WHEREAS,
as per the resolutions adopted by the Board of Directors of DYNA as described hereinafter, DYNA has discussed with MINERAS
the adoption of said items within the Agreement; and


 


 


WHEREAS,
the parties desire to amend the Contract Mining Services and Mineral Production Agreement in the manner hereinafter set forth.


 


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration
of the mutual promises contained herein, the parties agree as follows:


 


		1.	Defined
                                         Terms. Except as expressly provided herein, all the terms used herein shall have
                                         the respective meanings set forth in the original CONTRACT MINING SERVICES
                                         AND MINERAL PRODUCTION AGREEMENT and its First Amendment.



 


		2.	Definitions
                                         contained under Part 1, section 1.3 of the Agreement, is hereby amended to read as follows:
                                         



 


 


“1.3.
Subject to the provisions of part 10 hereof, this Agreement shall be in full force and effect for a period of 20 (twenty) years,
commencing as of the date hereof and until its conclusion, unless validly terminated or extended by mutual consent of the parties.”


 


 


		3.	The
                                         parties hereby agree to abrogate, annul and, inherently, suppress and exclude “PART
                                         3. INDEMNITY”, including sub numeral 4.1, subparagraphs (a), (b), (c), (d),
                                         inclusive; and sub numeral 4.2, subparagraphs (a), (b), (c), (d), (e), (f), inclusive
                                         and respectively, from the original CONTRACT MINING SERVICES AND MINERAL PRODUCTION
                                         AGREEMENT.



 


		4.	The
                                         parties hereby agree to abrogate, annul and, inherently, suppress and exclude, exclusively,
                                         sub numeral “10.2”, related to PART 10. SUBCONTRACTS from the
                                         original CONTRACT MINING SERVICES AND MINERAL PRODUCTION AGREEMENT.



 


		5.	The
                                         parties hereby agree to abrogate, annul and, inherently, suppress and exclude, exclusively,
                                         sub numeral “13.1”, related to PART 13. GENERAL PROVISIONS
                                         from the original CONTRACT MINING SERVICES AND MINERAL PRODUCTION AGREEMENT.



 


		6.	The
                                         parties recognize, concur and attest to sub numeral “13.3”, related
                                         to PART 13. GENERAL PROVISIONS of the original CONTRACT MINING SERVICES
                                         AND MINERAL PRODUCTION AGREEMENT, to read as follows:



 


“13.3.
The parties hereby covenant and agree that this contract shall be construed by and regulated under the provisions of the Code
of Commerce and the Civil code of the State of Sinaloa, Mexico. The parties hereby agree that the state and federal tribunals
with competent jurisdiction for the City of Mazatlan, State of Sinaloa, United Mexican States, shall have the authority to resolve
any suit or claim arising out of or resulting for the application of this Contract. The parties hereby relinquish their right
to the jurisdiction of any tribunal or court, of any kind or nature, to which they might have or acquire a right or be subject
to by virtue of their current or future domiciles.”


6.01.Therefore,
the parties hereby agree to amend the wording and structure of the aforementioned sub numeral “13.3”, related
to PART 13. GENERAL PROVISIONS of the original CONTRACT MINING SERVICES AND MINERAL PRODUCTION AGREEMENT,
to hereinafter read as follows:


 


“13.3.
Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the City of Mazatlan, in the State of Sinaloa, Mexico, for any Actions arising out of
or relating to this Agreement, (and agree not to commence any action, suit or proceeding relating thereto except in such courts).
Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Action arising
out of this Agreement, in the courts of the City of Mazatlan, in the State of Sinaloa, Mexico, and to the norms set forth by the
Commerce Code and Civil Code of such venue, and hereby further irrevocably and unconditionally waive and agree not to plead or
claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.”


 


		7.	The
                                         Parties hereby expressly accept and adopt in its terms; resolutions seventh and ninth
                                         of the Board of Directors Meeting of DYNA RESOURCES DE MEXICO, S.A. DE C.V., dated July
                                         6th, 2011, therefore, hereinafter, said resolutions will constitute part of this THIRD
                                         Amendment as if represented herein and to the effects related thereto. Thus beginning
                                         on the date of closing of this THIRD Amendment, payment of the 2.5% Service Fee will
                                         be suspended, effective, retroactively, as of July 1st, 2011, therefore from then on
                                         after MINERAS DE DYNARESOURCE, S.A. DE C.V. will receive a monthly gross fee of US $20,000.00
                                         (Twenty Thousand Dollars US CY) or its equivalent in Mexican pesos at the time of payment,
                                         independent of other payments established under the original CONTRACT MINING
                                         SERVICES AND MINERAL PRODUCTION AGREEMENT.



 


 


		8.	MISCELLANEOUS
                                         PROVISIONS



 


 


8.01
Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed
to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with
written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to
the appropriate addresses set forth below:


 


If
to the DYNA: 


 


Sierra
Grande #134


Fraccionamiento
Lomas de Mazatlán


Mazatlán,
Sinaloa, México 82110


52-669-983-6625
/ 52-669-986-1306


 


Attention:
Mr. Koy Wilber Diepholz






If
to MINERAS:


 


Enrique
Dunant Y 5 de Mayo


#
963 L- 3


Fraccionamiento
Los Parques


Guamuchil,
Sinaloa México 81400


52-673-732-9325
/ 52-673-734-0920


 


		Attention:	Mr.
                                         Koy Wilber Diepholz



 


 


8.02
Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to
the exclusive jurisdiction of the courts of City of Mazatlan, in the State of Sinaloa, Mexico, for any Actions arising out of
or relating to this Agreement, (and agree not to commence any action, suit or proceeding relating thereto except in such courts).
Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Action arising
out of this Agreement, in the courts of the City of Mazatlan, in the State of Sinaloa, Mexico, and to the norms set forth by the
Commerce Code and Civil Code of such venue, and hereby further irrevocably and unconditionally waive and agree not to plead or
claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.”


 


 


8.03
Governing Law. This Agreement will be construed in accordance with and governed by the laws of Mexico, specifically, the Commerce
and Civil Codes of the State of Sinaloa, Mexico, without regard to conflicts of laws principles thereof.


 


 


8.04
Waiver. The rights and remedies of the parties to the original Agreement are cumulative and not alternative. Neither the failure
nor any delay by any party in exercising any right, power or privilege under said Agreement will operate as a waiver of any right,
power or privilege under this Amendment, and no single or partial exercise of any right, power or privilege under this Amendment
will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege
under this Amendment or its original Agreement from it derives thereto. To the maximum extent permitted by Law, (a) no claim
or right arising out of this Amendment and/or its original Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given
by a party will be applicable except in the specific instance for which it is given and will not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure or noncompliance; and (c) no notice to or demand on one party will be deemed
to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action
without notice or demand as provided in this Amendment or its original Agreement from which it derives.


 


 


8.05
Entire Amendment and Modification. This Amendment constitutes a complete and exclusive statement of the terms of the original
agreement to be modified between the parties with respect to the subject matter contained herein, and supersedes all prior amendments
of the original agreement between the parties with respect to the items defined and modified hereto and thereto.


 


 


8.06
No Oral Modification. This Amendment may not be amended except by a written agreement executed by the parties to be charged
with the amendment. Any attempted amendment in violation of this Section 8.06 will be void ab initio.


 


 


8.07Severability.
If any provision of this Amendment and/or in regards to the original Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any provision of this Amendment
held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


 


8.08
Counterparts. This Amendment may be executed simultaneously in two or more counterparts, each of which will be deemed to be
an original copy of this Amendment and all of which together will be deemed to constitute one and the same agreement.


 


 


 


IN
WITNESS WHEREOF, this SECOND Amendment to the CONTRACT MINING SERVICES AND MINERAL PRODUCTION AGREEMENT, has been duly
executed and delivered by the duly authorized officers of DYNA and MINERAS as of the date first written above.


 


	DynaResource
                                         de México, S.A. de C.V.

         
	Mineras
    de DynaResource, S.A. de C.V. 
	By:__________________________

    Name: Mr. Koy Wilber Diepholz

    Legal Representative:	By:__________________________

    Name: Mr. Koy Wilber Diepholz

    Legal Representative: