Exhibit 10.6


 


 


Amending
Agreement to


Personnel
Services Agreement 


 


 


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


 


 


AMONG:


 


DYNARESOURCE
OPERACIONES DE SAN JOSE DE GRACIA, 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 “Operaciones”),


 


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 “Mineras”);


 


 


WHEREAS:


 


I.The
parties 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
                                         Personnel Services Agreement (the “Personnel Services Agreement”) was executed
                                         on May Fifteenth (15th), 2005, whereby Mineras engaged Operaciones to render
                                         the Personnel Services described therein, on payment of the Compensation set out in Section
                                         1.3. thereto; a copy of the Personnel Services Agreement is attached as Schedule A hereto.
                                         



 


		C.	As
                                         the mining activities currently carried out by Operaciones in SJG are primarily of an
                                         exploration nature and not milling of ore (which was the basis for setting out the Compensation
                                         described in Section 1.3. of the Personnel Services Agreement), the parties wish to modify
                                         said Section 1.3. of the Personnel Services Agreement in accordance with the terms and
                                         conditions set forth hereunder. 



 


 


CLAUSES


 


CLAUSE
1


 


		1.1.	The
                                         parties agree that Section 1.3. of the Personnel Services Agreement reads as follows:



 


“...Section
1.3. In consideration for the provision of the Personnel Services, the Contractor shall pay to the Subcontractor “The
Actual Costs of Employment for all Personnel, and the Total Cost of Employment Taxes; plus 10 %. (The “Compensation”).



 


 


CLAUSE
2


 


		2.1.	The
                                         parties covenant and agree to “AMEND” Section 1.3. of the Personnel
                                         Services Agreement to hereinafter read as follows:



 


“...Section
1.3. In consideration for the provision of the Personnel Services, the Contractor shall pay to the Subcontractor The Actual
Costs of Employment for all Personnel, and the Total Cost of Employment Taxes; plus 5 %. (The “Compensation”). 


 


		2.2.	The
                                         amendments to Section 1.3. of the Personnel Services Agreement agreed upon by the parties
                                         hereunder shall form integral part of the Personnel 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 Personnel 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 Section 1.3. hereto and made
                                         part hereof for all corresponding legal effects.



 


		3.2.	Whole
                                         Agreement.- The Personnel 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.


 


 


Signatures
on page following:


 


 






    	 



    	 



    

 


“OPERACIONES”


 


DYNARESOURCE
OPERACIONES DE SAN JOSE DE GRACIA


 


 


__________________________ 


 


 


KOY
WILBER DIEPHOLZ


ITS:
PRESIDENT


 


 


 


 


“MINERAS”


 


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


 


 


_____________________


 


KOY
WILBER DIEPHOLZ


ITS:
PRESIDENT