EXHIBIT 10.20

                              FORBEARANCE AGREEMENT

     THIS  FORBEARANCE  AGREEMENT  ("Agreement")  is made as of the  10th day of
August, 2001, by and between OWEN SEQUOIA, INC. ("Lender") and CAN CAL RESOURCES
LIMITED ("Borrower").

                                R E C I T A L S:

     A. On or about February 12, 1998,  Lender and Borrower  entered into a Loan
Agreement by and between Lender and Borrower ("Loan  Agreement")  whereby Lender
was to loan  Borrower  $150,000  with  interest to be paid on or before June 15,
1998.

     B. The Loan Agreement was subsequently modified whereby, inter alia, Lender
loaned Borrower the principal sum of $77,500 plus interest which was all due and
payable on or before July 31, 2001.  The Borrower has paid the principal  amount
of $67,500.

     C. The remaining  principal sum of $10,000.00  plus interest is now due and
owing to Lender by Borrower.

     D. The Borrower has requested that Lender modify the existing documents and
forbear from pursuing legal action regarding the default.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficient of which are hereby  acknowledged,  the Lender and Borrower  agree as
follows:

        1. Recitals.  The Recitals are incorporated into and made a part of this
Agreement.

        2. Capitalized Terms. Unless otherwise defined herein, capitalized terms
shall have the same meaning as in the Loan Agreement, as amended.

        3. Modification of Existing Documents.  The Loan Agreement,  as amended,
shall be modified as follows:

           a. Payment of $10,000 representing the remaining payment of principal
plus all accrued interest which should have been made on or before July 31, 2001
which shall be added to the  principal  shall be paid on or before June 1, 2002.
Interest shall accrue on the  outstanding  principal  amount as specified in the
Loan Agreement and shall be due and payable December 1, 2001.



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        4.  Representations  and Warranties.  In order to induce Lender to enter
into this Agreement, the Borrower hereby acknowledges,  represents, and warrants
to Lender as follows:

           a. Financing.  Lender is not required to extend the Borrower any more
financing.

           b. Release and Waivers.  Borrower, for itself and its heirs, personal
representatives, successors and assigns, hereby jointly and severally, releases,
discharges,  and forever waives and  relinquishes  any and all claims,  demands,
obligations,  liabilities,  defenses, affirmative defenses, and causes of action
of whatsoever  kind or nature whether known or unknown which they or it has, may
have, or might have or may assert now or in the future against  Lender  directly
or indirectly  arising out of, based upon, or in any manner  connected  with any
transaction, event, circumstance,  action or occurrence which occurred, existed,
was taken,  permitted,  or begun prior to the  execution of this  Agreement.  In
connection  with the general release set forth above,  Borrower,  for themselves
and  Borrower's  affiliates,  and each of them,  hereby waive and relinquish all
rights  and  benefits  afforded  under the  provisions  of  Section  1542 of the
California Civil Code, which provides as follows:

           "A  GENERAL  RELEASE  DOES NOT  EXTEND  TO  CLAIMS  WHICH  THE
           CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
           TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
           MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

           c.  Litigation.  There is no  litigation,  at law in equity,  nor any
proceeding  before any Federal,  state, or other  governmental or administrative
agency  or any  arbitration  pending  or,  to  the  knowledge  of the  Borrower,
threatening  against the Borrower nor any other litigation or proceeding pending
or, to the knowledge of the  Borrower,  threatened  affecting any  collateral in
favor of the Lender.

           d.  Enforceability.  The Loan  Agreement and all  amendments  thereto
constitute the legal, valid and binding obligation of the Borrower.

           e. No Offset. Borrower has no defense, affirmative defenses, setoffs,
orcounterclaims  which may or could  have  occurred  or  existed  regarding  the
amounts due pursuant to the Loan Agreement or its amendments.

        5. Force and Effect of Loan Agreement.  Except as amended or modified by
this Agreement, the Loan Agreement, and it amendments,  remain in full force and
effect.

        6.  Integrated  Agreement.  This  Agreement,   together  with  the  Loan
Agreement,  and any other  agreements,  documents,  obligations and transactions
contemplated by this Agreement

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or the Loan Agreement constitute the entire agreement and understanding  between
the parties and supersede all other prior written and contemporaneous agreements
and may not be  altered or amended  except by  written  agreement  signed by the
parties.

        IN WITNESS  WHEREOF,  the parties have executed or caused to be executed
this Agreement, as indicated above.


                                            BORROWER

                                            CAN CAL RESOURCES LIMITED

                                            By:      /s/    Ronald D. Sloan
                                                 ------------------------------


                                            LENDER

                                            OWEN SEQUOIA, IN.C

                                            By:     /s/    John Edwards
                                                --------------------------------






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