9




                                                                    EXHIBIT 10.7


                         MANAGEMENT CONSULTING AGREEMENT

     THIS MANAGEMENT  CONSULTING AGREEMENT (the "Agreement") is made and entered
into as of March 24, 2003 (the "Effective  Date"),  between  Can-Cal  Resources,
Ltd., a Nevada Corporation (the "Company"), whose principal place of business is
8221 Cretan Blue Lane, Las Vegas,  Nevada,  and Anthony F. Ciali,  an individual
(the "Executive"), whose address is 28 Lawrencia Drive, Lawrenceville, NJ 08648.

                                 R E C I T A L S

A. The Company is engaged in the exploration and development of mineral resource
properties.

B. The Executive wishes to provide management consulting services to the
Company, and the Company wishes to hire the Executive, subject to the terms and
conditions of this Agreement.

C. The Executive, by virtue of his employment with the Company, will become
familiar with and possessed with the manner, methods, trade secrets and other
confidential information pertaining to the Company's Business.

         NOW, THEREFORE, in consideration of the mutual agreements herein made,
and the exchange of good and valuable consideration, the exchange and receipt of
which hereby is acknowledged by all parties, the Company and the Executive do
hereby agree, as follows:

     1.  Recitals.   The  above  recitals  are  true,  correct  and  are  herein
incorporated by reference.

     2.  Employment.  The  Company  hereby  employs  the  Executive  to  provide
management consulting services,  initially,  in the capacity of President of the
Company,  and the Executive shall also be appointed  Chief Executive  Officer of
the Company (collectively,  "Employment"), immediately following the filing, and
acceptance,  of the Company's  2002 Form 10-KSB with the Securities and Exchange
Commission.  The Executive  hereby accepts such  Employment,  upon the terms and
conditions  hereinafter  set  forth.  Further,  the  Executive  shall be named a
Director of the Company, following his appointment as Chief Executive Officer of
the Company.

     3.  Duration.  The  Employment  shall be  deemed to have  commenced  on the
Effective Date and shall continue until terminated pursuant to Section 6 hereof.

     4.   Duties During Employment Period. The Executive will:

          a.  Perform all the duties and  exercise  all the powers of his office
and such other functions  within the Company as the Company's Board of Directors
(the  "Board")  may  reasonably  require to the best of his  ability  giving the
Company the full benefit of his  knowledge,  expertise and  technical  skill and
will comply with all lawful  directions,  given by or with the  authority of the
Board.

          b. Periodically  travel to and work at those locations,  including the
Company's Las Vegas,  NV office,  as may be  reasonably  required for the proper
fulfillment  of his duties,  provided  that the Company  shall not,  without the
Executive's  prior  written  consent,  require the  Executive to relocate to any
location other than the Executive's office in Lawrenceville, NJ.

     5.   Compensation and Other Benefits.

          (a) Management  Fee. The Executive shall be paid a Management Fee (the
"Fee"),  payable monthly at a rate of $7,500 commencing with the Effective Date.
The Fee shall be  reviewed  by the  Board,  and  adjusted  at the  Board's  sole
discretion,  on January 1, 2004,  and annually  thereafter,  but any  adjustment
shall not be less than the rate of inflation  during the  previous  twelve-month
period, as measured by the U.S. Consumer Price Index.

          (b) Bonus. The Executive shall be entitled to an annual  discretionary
bonus, to be determined at the sole discretion of the Board.  The bonus shall be
payable to the  Executive not later than thirty (30) days after each fiscal year
end of the Company.

          (c)  Vacation.  During each fiscal year of the Company,  the Executive
shall be entitled to four (4) weeks of vacation time to be utilized,  or accrued
and carried over and utilized in the following year; provided however,  that the
Executive shall evidence reasonable judgment with regard to appropriate vacation
scheduling.

          (d) Business  Expense  Reimbursement.  The  Executive  shall be timely
reimbursed for all business-related  travel and entertainment  expenses, and the
Executive shall be entitled to receive proper and timely  reimbursement  for all
reasonable,   out-of-pocket   expenses   incurred  directly  by  the  Executive,
including,  but not limited to,  telephone  charges (land line and cellular) and
office-related  expenses (other than rent), provided he reports same with proper
receipts.

          (e)  Shares.  The  Company  shall  grant to the  Executive,  as of the
Effective  Date,  an option to purchase  300,000  shares of Common  Stock of the
Company,  priced at the average closing price of the Company's  Common Stock, as
quoted on the OTC BB, for the five trading days prior to the Effective Date. The
option shall have a three-year term from the Effective Date of this Agreement

     6.   Consequences of Termination of Employment.

          a. Termination by the Company for Cause.

               (1)  Notwithstanding  Section 2, the  Company may  terminate  the
Employment for "Cause", as hereinafter  defined, by giving written notice, which
shall have  immediate  effect.  The Executive  shall continue to receive the Fee
only for the period ending with the date of such termination as provided in this
Section  6(a).  Any rights and benefits the Executive may have in respect of any
other  compensation  shall be determined  in  accordance  with the terms of such
other compensation arrangements or such plans or programs.

               (2) The term "Cause" shall mean any of the  following:  (A) gross
neglect or dereliction of the  Executive's  duties  (excluding any period during
which the  Executive is  Disabled,  as  hereinafter  defined) or any other grave
misconduct by the Executive or, if curable,  the failure to cure such  situation
within thirty (30) days after receipt of notice thereof authorized by a majority
of the directors of the Board;  (B) the  Executive  engaging in conduct which he
knows or should have known would cause, and has in fact caused, demonstrable and
serious injury to the Company,  monetary or otherwise, as evidenced by a written
determination  authorized  by two-thirds  of the Board;  or (C) the  Executive's
conviction for a felony; excluding, however, a conviction involving the property
of the Company based upon the Executive's good faith conduct reasonably believed
to be in the best interests of the Company.

          b. Termination by the Company Other than for Cause.

               (1) The foregoing notwithstanding,  the Company may terminate the
Executive's  Employment  for  whatever  reason it deems  appropriate;  provided,
however,  that in the event such  termination is not based on Cause, as provided
in Section 6(a) above,  the  Executive  shall be provided  with the  termination
benefits as described in Section 7.

          c. Termination by the Executive.

               (1) The Executive shall have the right,  at his sole  discretion,
to  terminate  his  Employment   with  the  Company  if  any  of  the  following
circumstances  shall  occur  during  the  Executive's  Employment,  unless  such
circumstances  are fully  corrected prior to the effective date of the notice of
termination given with respect thereof:  (A) reduction in Fee; (B) assignment to
the Executive of duties and authorities  that, in his good faith  judgment,  are
materially lesser in scope from those in effect from the date of this agreement;
(C) there is a change in control  of the  Company  involving  25% or more of the
combined voting power of the then  outstanding  securities of the Company by any
"person" (as such term is used in Sections  13(d) and 14(d)(2) of the Securities
Exchange  Act of 1934);  or (D)  failure  by a  successor  company to assume the
obligations under the Agreement.

               (2) In the event the Executive  terminates  his Employment on his
own  volition,  except as provided in Section  6(c)(1) of this  Agreement,  such
termination  shall constitute a voluntary  termination,  and, in such event, the
Executive shall receive no further compensation.

     7.  Termination  Benefits.  In the  event  the  Executive  terminates  this
Agreement  pursuant to Section  6(c)(1) above,  or the Company  terminates  this
Agreement  for any reason  other than for Cause,  as defined in Section  6(a)(2)
above, then:

          a. The  Executive  shall be entitled to receive from the Company for a
period of twelve (12) months from the  effective  date of the  termination,  all
amounts  that  otherwise  would have been paid to the  Executive as a Fee at the
monthly rate in effect immediately prior to such termination event (disregarding
any  reduction  in such Fee  giving  rise to a  termination  of the  Executive's
Employment); and

          b. The  Executive  shall be deemed fully  vested in any stock  options
granted  under any stock  option  plans of the  Company,  including  the options
granted  pursuant to Section 5(e),  and payouts under any Company Profit Sharing
Plans that would otherwise be forfeited upon the Executive's termination.

          c. If the Executive shall die or become disabled after the termination
event,  such death or disability  shall not diminish or impair his (or his legal
representatives'  or  other  successors')  right to  receive  the  payments  and
benefits provided for in this Section 7.

          d. The  provisions  of this  Section  7 shall not be  affected  by the
commencement by the Executive of new employment after the termination.

     8. Duties upon  Termination.  Upon the termination of this  Agreement,  for
whatever reason and howsoever arising or effected, the Executive shall forthwith
(and in any event not later than fourteen (14) days after such termination):

          a.  Deliver  up to the  Board  all  documents,  statistics,  accounts,
memoranda,  papers,  records and other items of whatsoever nature or description
which may be in his  possession or control and relate in any way to the business
or affairs of the Company and no such documents or other items,  nor any part of
copy thereof, shall be retained by him.

          b. Resign from any office or appointment  held by him with the Company
and  transfer  any share  registered  in his name as nominee for the Company and
should he fail to do so, the  Company is hereby  irrevocably  authorized  in his
name and on his behalf to sign and deliver every such resignation and transfer

     9.   Non-Disclosure of Confidential Information.

          a. The  Executive  shall not at any time,  either  during or after the
termination of this Agreement:

               (1)  Disclose  to any person not  employed  by the Company or any
person not  engaged to render  services to the  Company  (except  with the prior
written  consent of a majority  of the  members of the Board or an officer  duly
authorized by the Board), any confidential information or trade secrets relating
to the Company or any of its business activities obtained by the Executive while
employed by the Company if such  disclosure  would  cause  demonstrable  injury,
monetary or otherwise, to the Company or its business activities;

               (2) Engage in  conduct,  or promote  others to engage in conduct,
which would cause demonstrable injury,  monetary or otherwise, to the Company or
its business activities

          b.  Not  subject  to the  provisions  of  this  section  shall  be any
information  which the Executive can show (1) at the time of  disclosure,  is in
the public  domain as evidenced by printed  publication  through no fault of the
Executive;  (2) by written  documentation  was in his  possession at the time of
disclosure and which was not acquired  directly or indirectly  from the Company;
or (3) by written  documentation was acquired,  after  disclosure,  from a third
party who did not receive it from the Company, and who had the right to disclose
the information without any obligation to hold such information confidential.

     10. Covenant Not to Compete. The Executive  acknowledges and recognizes the
highly  competitive  nature of Company's  Business and further  acknowledges and
recognizes that during the course of his Employment,  the Executive will receive
specific  knowledge  of the  Company's  Business,  access to trade  secrets  and
confidential  information and participate in business and hiring decisions.  The
Executive  acknowledges that Company is without an adequate remedy at law in the
event this covenant is violated.  The Executive  further  acknowledges that this
covenant not to compete is an independent  covenant within this Agreement.  This
covenant  shall survive this  Agreement  and shall be treated as an  independent
covenant for the purposes of enforcement.  Accordingly,  the Executive agrees to
the following:

          a. That for a period of twelve (12) months  after  termination  of the
Executive's  Employment  under this Agreement  (the  "Restricted  Period"),  the
Executive  will not,  individually  or in conjunction  with others,  directly or
indirectly,  engage in any  activity  competitive  with the  Company's  business
within a geographical area which is within three (3) miles of any exploration or
operating  mine site of the Company,  other than on behalf of the Company and as
agreed by the Company or except without the written consent of the Company.

          b. That during the Restricted  Period, the Executive will not directly
or  indirectly  recruit  or  solicit  any  employee  or agent of the  Company to
discontinue such employment or agency relationship with the Company.

          c. That during the Restricted Period, the Executive will not interfere
with,   disrupt  or  attempt  to  disrupt  any  past,   present  or  prospective
relationship,  contractual  or  otherwise,  between  the  Company and any of the
Company's clients, employees or agents.

          d. The employment of the Executive in a similar  position with another
company  engaged in the same line of business  shall not be  prohibited  by this
Covenant not to Compete,  so long as the Executive  does not breach this Section
10.

     11.  Remedies and Enforcement.

          a. The Executive  acknowledges and agrees that the Company's remedy at
law for a breach or threatened  breach of any of the provisions of Sections 9 or
10 above would be  inadequate  and the breach  shall be per se deemed as causing
irreparable harm to the Company.  In recognition of this fact, in the event of a
breach by the Executive of any of the provisions of Sections 9 and 10 above, the
Executive  agrees  that,  in  addition  to any  remedy at law  available  to the
Company,  including,  but not limited to monetary damages, the Company,  without
posting any bond,  shall be entitled to obtain  equitable  relief in the form of
specific  performance,  temporary  restraining  order,  temporary  or  permanent
injunction  or any other  equitable  remedy  which may then be  available to the
Company.

          b. If the  Executive  violates  the  restrictions  set  forth  in this
Agreement,  then the duration of the  restrictions  under Sections 9 or 10 above
shall be  extended  for an amount of time  equal to the  number of days that the
Executive  violated  the  Agreement  until the date that the Company  obtains an
order enjoining the Executive from said violation.

          c. In the event that,  despite the express  agreement of the Executive
and the Company, any provision stated herein shall be determined by any court or
other  tribunal of competent  jurisdiction  to be  unenforceable  for any reason
whatsoever,  the parties agree that the provision shall be interpreted to extend
only over the  maximum  period of time for which it may be  enforceable;  and/or
over the  maximum  extent  in any and all other  respects  as to which it may be
enforceable, all as determined by such court or tribunal.

          d. In the event that the Executive  challenges  this  Agreement and an
injunction is issued  staying the  implementation  of the  restrictions  imposed
herein,  the time  remaining  on the  restrictions  shall be  tolled  until  the
challenge is resolved by final  adjudication,  settlement or  otherwise,  except
that the time  remaining  on the  restrictions  shall not be tolled  during  any
period in which the  Executive is  unemployed.  If a court finds in favor of the
Company, the restrictions will be imposed for the amount of time that remains on
the  restrictions  at the time they were  tolled,  or at the time of the court's
decision of the restrictions were not tolled, as the case may be.

          e. The Executive further  acknowledges and agrees that in the event of
a breach, or threatened breach of the provisions of Sections 9 and 10 above, the
Company will suffer  immediate and irreparable  harm which said harm is presumed
to occur,  and that the Company  shall be  entitled  to receive  from a court of
competent jurisdiction,  a temporary restraining order with or without notice to
the Executive,  as well as the entry of a preliminary and permanent  injunction.
Said right to an injunction shall be in addition to and not in limitation of any
other rights or remedies the Company may have for damages or otherwise.

          f. It is further  expressly  understood and agreed that the provisions
of this  Agreement  shall apply  whether  this  Agreement is  terminated  by the
Company or the Executive or upon its expiration or termination.

          g. If the Executive  breaches this  provision and the Company seeks an
injunction or other legal remedy to interpret or enforce this covenant, then the
Executive agrees to pay all reasonable  attorneys' fees and costs of the Company
both for the trial and any appeal.

          h. Nothing  herein  contained  shall be construed as  prohibiting  the
Company  from  pursuing  any other  remedies  available to it for such breach or
threatened breach.

     12. Agreement Renegotiation.  The parties agree that the Agreement shall be
subject to  renegotiation  on the  three-month  anniversary  of the  Agreement's
Effective Date,  based upon the good faith intention of the parties,  subject to
the  financial  condition of the Company at the time,  to replace the  Agreement
with an Executive Employment Agreement,  which would provide the Executive with:
(a) a monthly  base  salary,  reflecting  an increase in the monthly Fee then in
effect, (b)  employee-related  executive benefits,  including health and medical
insurance,  life and travel  insurance,  and an automobile  lease  allowance and
reimbursement of related maintenance and operating expenses,  and (c) a grant of
stock options, as of the effective date of the Executive  Employment  Agreement.
Should the Agreement not be replaced with an Executive  Employment  Agreement on
the above noted three-month  anniversary  date, due to financial  constraints of
the  Company,  the  parties  agree to  continue,  in good  faith,  to attempt to
renegotiate the Agreement on a monthly basis thereafter.

     13.  Indemnification.

          a. The Company will defend,  indemnify and hold the Executive harmless
from liabilities, suits, judgments, fines, penalties or disabilities,  including
expenses   associated   directly   therewith  (e.g.  legal  fees,  court  costs,
investigative  costs,  witness fees, etc.) resulting from any reasonable actions
in good faith on behalf of the Company, to the fullest extent legally permitted,
and in conjunction  therewith,  shall assure that all required  expenditures are
made by the company in a manner making it unnecessary for the Executive to incur
any out of pocket expenses;  provided,  however,  that the Executive permits the
Company to select and supervise all personnel  involved in such defense and that
the Executive  waive any conflicts of interest that such personnel may have as a
result of also representing the Company or other Company personnel and agrees to
hold them harmless from any matters involving such  representation,  except such
as involve  fraud or bad  faith.  The  Company  shall  endeavor  at all times to
maintain  error and  omission  insurance  covering the  Executive  and the other
officers  and  directors  of the  Company in amount of not less than One Million
Dollars.

          b. If  litigation is brought to enforce and interpret any provision in
this Agreement, and the Executive is the prevailing party, the Company agrees to
indemnify the Executive for his  reasonable  attorneys'  fees and  disbursements
incurred in conjunction  with such  litigation,  and agrees to pay  pre-judgment
interest  on any money  judgment  obtained by him  calculated  at the prime rate
interest  rate in effect at JP Morgan Chase of New York from time to time,  from
the date that the payment(s) to him should have been made under this Agreement.

     14.  Covenants  as  Essential  Elements  of  this  Agreement;  Survival  of
Covenants. It is understood by and between the parties hereto that the foregoing
covenants  by the  Executive  contained  in Sections 9 and 10 of this  Agreement
shall be  construed to be  agreements  independent  of any other  element of the
Executive's  relationship with the Company.  The existence of any other claim or
cause of action, whether predicated on any other provision in this Agreement, or
otherwise,  as a result  of the  relationship  between  the  parties,  shall not
constitute  a defense to the  enforcement  of the  covenants  in this  Agreement
against the Executive.

     15. Effect on Prior Agreements. This Agreement supersedes any and all prior
or written agreements in their entirety between the parties, which shall be void
and of no further force and effect after the date of this Agreement.

     16.  Notices.  Any notice required or permitted to be given under the terms
of this Agreement  shall be sufficient if in writing and if sent postage prepaid
by  registered  or  certified  mail,  return  receipt  requested,  by  overnight
delivery,  by courier; or by confirmed telecopy, in the case of the Executive to
the  Executive's  last place of business or residence as shown on the records of
the Company,  or in the case of the Company to its principal office as set forth
in the introductory paragraph, or such other place as it may designate.

     17. Waiver.  Unless agreed in writing,  the failure of either party, at any
time, to require performance by the other of any provisions  hereunder shall not
affect its right  thereafter  to enforce the same,  nor shall a waiver by either
party of any breach of any  provision  hereof be taken or held to be a waiver of
any  other  preceding  or  succeeding  breach of any term or  provision  of this
Agreement.  No extension of time for the  performance  of any  obligation or act
shall be  deemed to be an  extension  of time for the  performance  of any other
obligation or act hereunder.

     18.  Complete  Agreement.  This  Agreement  contains  the entire  agreement
between the parties  hereto with respect to the contents  hereof and  supersedes
all prior agreements and understandings between the parties with respect to such
matters,  whether  written  or  oral.  Neither  this  Agreement  nor any term or
provision  hereof may be changed,  waived,  discharged  or amended in any manner
other than by an  instrument  in writing,  signed by the party against which the
enforcement of the change, waiver, discharge or amendment is sought.

     19.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one agreement.

     20. Binding  Effect/Assignment.  This  Agreement  shall be binding upon the
parties hereto, their heirs, legal  representatives,  successors and assigns and
shall  not be  assignable  by the  Executive.  The  Company  shall  require  any
successor  (whether  direct or indirect by purchase,  merger,  consolidation  or
otherwise)  to  all or  substantially  all of the  business  and  assets  of the
Company,  by written  agreement  expressly  to assume and agree to perform  this
Agreement  in the same  manner and to the same  extent as the  Company  would be
required to perform if no such succession had occurred.

     21. Governing Law, Venue, Waiver of Jury Trial. This Agreement shall become
valid when executed and accepted by Company.  The parties agree that it shall be
deemed  made and entered  into in the State of Nevada and shall be governed  and
construed  under and in accordance  with the laws of the State of Nevada without
giving effect to any principles of conflicts of law.

     22.  Headings.  The headings of the sections are for  convenience  only and
shall not  control or affect the meaning or  construction  or limit the scope or
intent of any of the provisions of this Agreement.

     23.  Survival.  Any  termination  of this  Agreement  shall not  affect the
ongoing  provisions of this Agreement,  which shall survive such  termination in
accordance with their terms.

     24. Severability.  Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision  of  this  Agreement  is held to be  invalid,  illegal  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any other  jurisdiction,  but this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provision had never been contained herein. If any court
determines that any provision of Sections 8 or 9 hereof is unenforceable because
of the duration or scope of such  provision,  such court shall have the power to
reduce the scope or duration of such provision,  as the case may be, and, in its
reduced form, such provision shall then be enforceable.

     25. Construction. This Agreement shall be construed within the fair meaning
of each of its terms and not against the party drafting the document.


     THE PARTIES TO THIS  AGREEMENT  HAVE READ THIS  AGREEMENT,  UNDERSTAND  ITS
TERMS AND  CONDITIONS,  HAVE HAD THE  OPPORTUNITY  TO CONSULT  WITH  INDEPENDENT
COUNSEL OF THEIR OWN CHOICE AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written:




                                              CAN-CAL RESOURCES, LTD



                                            By:   /s/  Ronald D. Sloan
                                               ---------------------------------
                                                 RONALD D. SLOAN
                                                 CHAIRMAN, PRESIDENT & DIRECTOR





By:   /s/  Anthony F. Ciali
    -----------------------------------
      ANTHONY F. CIALI