Passport Potash Inc.: Exhibit 10.4 - Filed by newsfilecorp.com





AMENDMENT TO OPTION AGREEMENT 
DATED AUGUST 28, 2009


THIS AGREEMENT is dated for reference as of the 7th day
of September, 2010 

AMONG: 

TWIN BUTTES RANCH, LLC, an

Arizona limited liability company, having an 
address at Post Office Box
447, Holbrook, 
Arizona, 86025 

(the “Optionor”) 

OF THE FIRST PART 

AND: 

PASSPORT POTASH INC., a company

duly incorporated pursuant to the laws of 
the Province of Quebec and
having an 
address at 608 – 1199 West Pender Street, 
Vancouver, British
Columbia, V6E 2R1 

(the “Optionee”) 

OF THE SECOND PART 

AND: 

FIRST AMERICAN TITLE INSURANCE

COMPANY, a California company, having 
an address at 2425 East
Camelback Road, 
Suite 300, Phoenix, Arizona 85016 

(the “Escrow Agent” and “Title
Company”) 

OF THE THIRD PART 

WHEREAS: 

(A)                   
The parties hereto entered into an option agreement made as of the
28th day of August, 2009 (the “Option Agreement”) on the terms and
conditions more particularly set forth therein; and 

(B)                   
Pursuant to Section 1(ii) of the Option Agreement, the Optionee will have to pay
the Optionor US$100,000 in cash (the “Second Option Payment”) on or before
August 28, 2010.

(C)                   
The parties have agreed to amend due dates of the Second Option Payment. 




- - 2 - - 

NOW THEREFORE THIS AMENDING AGREEMENT WITNESSES THAT in
consideration of the premises and mutual covenants herein contained, the parties
do hereby covenant and agree as follows: 

	1. 	
      Section 1(ii) of the Option Agreement be amended as
      follows:

	 	 	 
		(a) 	
      A payment in the amount of TWENTY FIVE THOUSAND AND
      NO/100 DOLLARS (U.S.) ($25,000) within ten days of signing of this
      Amendment Agreement; and

	 	 	 
		(b) 	
      A payment in the amount of SEVENTY FIVE THOUSAND AND
      NO/100 DOLLARS (U.S.) ($75,000) on or before December 1, 2010.

	 	 	 
	2. 	
      Optionee shall pay the remaining attorney fees incurred
      by the Optionor in connection with the initial contract negotiations of
      TWELVE THOUSAND SIX HUNDRED FIFTY-EIGHT AND NO/100 DOLLARS (U.S.)($12,658)
      within 10 days of this Agreement.

	 	 	 
	3. 	
      Optionee shall pay attorney fees incurred by the Optionor
      in connection with the review of this Agreement.

	 	 	 
	4. 	
      The failure of Optionee to timely make any of the
      payments required pursuant to the terms of this Amendment shall be deemed
      a default by Optionee under the terms of the Option Agreement.

	 	 	 
	5. 	
      In all other respects the Option Agreement is ratified
      and confirmed.

	 	 	 
	6. 	
      This Amendment Agreement may be executed in any number of
      counterparts or by facsimile, each of which shall together, for all
      purposes, constitute one and the same instrument, binding on the parties,
      and each of which shall together be deemed to be an original,
      notwithstanding that all of the parties are not signatory to the same
      counterpart or facsimile.



IN WITNESS WHEREOF the parties hereto have duly executed
this agreement as of the day and year first above written. 




- - 3 - - 

	THE COMMON SEAL of TWIN BUTTES 	) 	  
	RANCH, LLC was hereto affixed in the 	) 	  
	presence of: 	) 	  
	  	) 	  
	  	) 	c/s 
	Per: ___/s/ Michael R. Fitzgerald____________ 	) 	  
	               
         Authorized Signatory 	) 	  
	  	) 	  
	Per: _________________________________	) 	  
	               
         Authorized Signatory 	) 	  
	  	  	  
	  	  	  
	THE COMMON SEAL of PASSPORT 	) 	  
	POTASH INC. was hereto affixed in the 	) 	  
	presence of: 	) 	  
	  	) 	  
	  	) 	c/s 
	Per: ____/s/ Stephen B. Butrenchuk_________ 	) 	  
	               
         Authorized Signatory 	) 	  
	  	) 	  
	Per: _________________________________	) 	  
	               
         Authorized Signatory 	) 	  
	  	)