Exhibit 10.2


 


Amending
Agreement to


”The
Mining Services Agreement”


 


 


THIS
AMENDING AGREEMENT is made and entered in the City of Mazatlan, Sinaloa as of this, the Fifteenth (15th) Day of September,
2006.


 


 


AMONG:


 


 


DYNARESOURCE
DE MEXICO, S.A. DE C.V. herein represented by Mr. KOY WILBER DIEPHOLZ, acting in his capacity of President of its Board of Directors
holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter referred
to as the “Company”),


 


OF
THE FIRST PART,


 


AND


 


MINERAS
DE DYNARESOURCE, S. A. DE C.V., herein represented by Mr. KOY WILBER DIEPHOLZ, acting in his capacity of President of its Board
of Directors holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter
referred to as the “Mining and Production Services Contractor” / “Contractor”);


 


 


WHEREAS:


 


	I.		      The Company and the Contractor
jointly warrant and represent as follows:



 


		A.	Their
                                         legal representative appearing herein in their behalf possesses the legal capacity required
                                         for this act.



 


		B.	A
                                         Mining Services and Production of Minerals Agreement (the “Mining Services Agreement”)
                                         was executed on May 15, 2005, to be effective at May 1, 2005, whereby the Company engaged
                                         the Contractor to render the Mining Services described in Schedule A of the Mining Services
                                         Agreement, on payment of the Compensation set out in Schedule B thereto; a copy of the
                                         Mining Services Agreement is attached as Schedule A hereto. 



 


		C.	As
                                         the mining activities currently carried out by the Contractor in SJG are primarily of
                                         an exploration nature and not milling of ore (which was the basis for setting out the
                                         Compensation described in Schedule B of the Mining Services Agreement), the parties wish
                                         to modify Schedule B of the Mining Services Agreement in accordance with the terms and
                                         conditions set forth hereunder. 



 


 


CLAUSES


 


CLAUSE
1


 


		1.1.	The
                                         parties agree that Schedule B of the Mining Services Agreement reads as follows:



 


 


“SCHEDULE
B


 


“COMPENSATION”


 


BASE
FOR TONNAGE.


 


$
75 / TON; Reported as MATERIAL processed through the Mill. Tonnage reported from the Mine for Ore NOT Processed through the MILL
is NOT to be included in this BASE Tonnage Calculation. 


 


While
the Mining Contractor’s services include many areas of work that do NOT directly contribute to the Material processed through
the Mill; the Base Compensation is Paid ONLY for the Tonnage Processed through the Mill. // This Base amount is calculated so
as to include compensation for other areas of service.


 


BONUS
FOR PRODUCTION: 


 


The
Company shall pay a Bonus to the Mining Contractor, this at the Completion of a Campaign, periodically, or at the end of the Term
as decided by the Company. The bonus is Calculated on a percentage of Sales Received by the Company; so in any event, the bonus
Compensation for any period can NOT be calculated until such Sales are received. The bonus Compensation is as follows:





 


	For Average Grade	 Percentage of Sales Receipts	 
	of Concentrate Produced:  	 to be Paid to Mining Contractor:	 
	(as Confirmed by ERSA Assays)  	 (as received by Company from Purchaser)	 
	 	 	 






 


	05.00 g/t. - 07.74 g/t.: 	 	0.00 %	 
	 	 	 	 
	07.75 g/t. - 11.60 g/t.:	 	10.0 %	 
	 	 	 	 
	11.61 g/t. - 15.50 g/t.:	 	20.0 %	 
	 	 	 	 
	15.51 g/t. - 19.40 g/t.:	 	30.0 %	 
	 	 	 	 
	19.41 g/t. - 23.30 g/t.: 	 	35.0 %	 
	 	 	 	 
	23.31 g/t. - 27.20 g/t.: 	 	40.0 %	 
	 	 	 	 
	27.21 g/t. - 31.10 g/t.:	 	45.0 %	 
	 	 	 	 
	31.11 g/t. - 34.90 g/t.: 	 	50.0 %	 
	 	 	 	 
	34.91 g/t. - 38.80 g/t.:	 	55.0 %	 
	 	 	 	 
	38.81 g/t. - 42.75 g/t.: 	 	60.0 %	 
	 	 	 	 
	42.76 g/t. - and Up.:  	 	60.0 %”	 









 


 


CLAUSE
2


 


	2.1.		      The parties covenant and agree
to amend Schedule B of the Mining Services Agreement to hereinafter read as follows:



 


 


“SCHEDULE
B


 


“COMPENSATION”


 


The
Company shall pay to the Contractor, in consideration for the execution of the Mining Services set out in Schedule A hereto, a
Management Fee equal to 2.5% of the total amount invoiced by the Contractor to the Company for expenditures incurred in relation
to the mining activities carried out in SJG and the execution of the Mining Services.”


 


2.2.        The
amendments to Schedule B of the Mining Services Agreement agreed upon by the parties hereunder shall form integral part of the
Mining Services Agreement from the date hereof and they shall be binding upon the parties hereto. The parties hereby fully ratify
each and all of the terms and provisions of the Mining Services Agreement, which includes the amendments made hereto.


 


CLAUSE
3


 


3.1.         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 English version is attached as schedule B hereto
and made part hereof for all corresponding legal effects.


 


3.2.         Whole
Agreement.- The Mining Services Agreement and attachments, this Amending Agreement and attachments, and the documents delivered
by the parties as therein set forth, constitute the entire understanding of the parties in respect to the subject matter thereof.


 


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
“COMPANY”


DYNARESOURCE
DE MEXICO , S. A. DE C.V.


 


 


_________________________


 


KOY
WILBER DIEPHOLZ


ITS:
PRESIDENT


 


 


THE
“CONTRACTOR”


MINERAS
DE DYNARESOURCE, S. A. DE C.V.


 


 


_________________________


 


KOY
WILBER DIEPHOLZ


ITS:
PRESIDENT