EXHIBIT 10.3

LETTER OF INTENT FOR THE EXPLORATION AND EXPLOITATION OF THE MINING CONCESSIONS,
THE SUBJECT HEREOF, THAT IS ENTERED INTO BY THE COMPANY NAMED MINERA APOLO, S.A.
DE C.V. (HEREINAFTER REFERRED TO AS "MINERA APOLO"), REPRESENTED BY ITS
PRESIDENT AND ATTORNEY-IN-FACT, MR. DONALD F. MCLEROY; AND BY THE COMPANY NAMED
SIERRA MADRE RESOURCES, S.A. DE C.V. (HEREINAFTER REFERRED TO AS "SIERRA MADRE")
REPRESENTED BY ITS ATTORNEY, LICENCIADO VICTOR GARCIA JIMENEZ, IN ACCORDANCE
WITH THE FOLLOWING STATEMENTS AND CLAUSES:

                                   STATEMENTS

I.     MINERA APOLO DECLARES, THROUGH ITS REPRESENTATIVE, THAT:

   a)  It is a mining company duly organized and existing pursuant to the laws
       of the United Mexican States;

   b)  It has the economic and legal capacity to be bound by the terms of this
       Letter of Intent;

   c)  Its representative has the faculties necessary for the execution of this
       Letter of Intent, which have not been revoked or limited in any form
       whatsoever;

   d)  It is the sole and legitimate holder of 100% (one hundred percent) of the
       rights derived from the mining concessions reflected in Exhibit A to this
       Letter of Intent, which are located in the Municipality of Pinos, State
       of Zacatecas, Mexico, hereinafter referred to collectively as the "Mining
       Concessions";

   e)  The Mining Concessions are in force and current in compliance with all
       obligations established by the Mining Law and its Regulations and the
       Federal Fees Law (except for 4 (four) Mining Concessions - See Clause
       Second I (b), below), and as of the execution date of this Letter of
       Intent, no official communication whatsoever has been received or issued
       by the General Bureau of Mines or other authority that could affect the
       rights derived from the Mining Concessions in any form;

   f)  The Mining Concessions are free of all kinds of liens, impediments or
       claims of third parties, royalties, including but not limited to
       attachments, expropriation, temporary occupation, debt, contingencies,
       obstacles or litigation that could affect the object of this Letter of
       Intent or reduce the value of the Mining Concessions;

   g)  No type of obligation has been acquired with respect to any third party
       which prevents it from entering into this Letter of Intent, nor are there
       pending proceedings or possible proceedings that expose the Mining
       Concessions, or the validity of this Letter of Intent, to risk;



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   h)  Any available information with regard to the Mining Concessions has been
       delivered or disclosed to SIERRA MADRE; and

   i)  The conditions and operations related to the Mining Concessions are in
       full compliance with the laws that govern environmental matters, and
       there are no orders or requirements in force related to environmental
       issues by which any remedy, work programs or expenses with respect to the
       Mining Concessions are sought, nor has it received any communication
       related to the foregoing, nor is it aware of there being any grounds on
       which such orders or requirements could be issued.

II.    SIERRA MADRE DECLARES, THROUGH ITS REPRESENTATIVE, THAT:

   a)  It is a mining company duly organized and existing in accordance with the
       laws of the United Mexican States;

   b)  It has the economic and legal capacity to be bound by the terms of this
       Letter of Intent; and

   c)  Its representative has the faculties necessary for the execution of this
       Letter of Intent, which have not been revoked or limited in any form
       whatsoever.


                                     CLAUSES

FIRST.    GRANTING OF AN INITIAL OPTION

   a)  Upon the signing of this Letter of Intent, MINERA APOLO shall grant
       SIERRA MADRE an exclusive Initial Option (the "Option") to, among other
       things, satisfy itself as to the legal status of the Mining Concessions,
       further review available geological and technical data pertaining to the
       Mining Concessions, to conduct any geological and technical programs it
       deems necessary and to decide if it wishes to proceed with the
       exploration and exploitation of the Mining Concessions. The term of this
       Option shall commence on the execution of this Letter of Intent and shall
       expire on the 90th day following the execution of this Letter of Intent
       (the "Option Period");

   b)  During the Option Period, MINERA APOLO and SIERRA MADRE agree to finalize
       an Exploration and Exploitation Agreement (the "Agreement") with respect
       to the Mining Concessions, as per the principal terms and conditions of
       this Letter of Intent. The Agreement must be suitable for registration
       with the Public Registry of Mining. SIERRA MADRE'S signing of the
       Agreement shall be subject to the exercise of its Option before the end
       of the Option Period. If SIERRA MADRE signs the Agreement, MINERA APOLO
       shall be legally obligated to sign the Agreement;



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   c)  SIERRA MADRE shall pay MINERA APOLO US$24,000 on the execution of this
       Letter of Intent, which payment shall not be recoverable by SIERRA MADRE
       against any future Net Smelter Return ("NSR") royalty payments, as below,
       even if SIERRA MADRE exercises its Option to proceed with the exploration
       and exploitation of the Mining Concessions. The payment shall be payable
       solely in restricted shares of SIERRA MADRE'S United States parent
       company, Can-Cal Resources Ltd., a Nevada-based public company listed on
       the Over-The-Counter Bulletin Board ("OTC BB"), under the stock symbol:
       CCRE, pursuant to the United States Securities and Exchange Commission's
       Rule 144 ("restricted shares"). The number of restricted shares to be
       issued to MINERA APOLO shall be determined by dividing US$24,000 by the
       average of Can-Cal's closing share prices on the OTC BB during the 5
       (five) trading days prior to the signing of this Letter of Intent. The
       restricted shares of Can-Cal shall be delivered to the representative of
       MINERA APOLO at the company's address as noted in Clause Third, below,
       within 10 (ten) business days following the signing of this Letter of
       Intent. Under no circumstances shall MINERA APOLO be permitted to refuse
       receipt of the restricted shares;

   d)  During the Option Period, MINERA APOLO shall be prohibited from selling
       or in any way granting any right or interest in the Mining Concessions to
       a third party and shall ensure that its rights to the Mining Concessions
       are maintained in force and current, in compliance with the Mining Law
       and all of its Regulations;

   e)  During the Option period, MINERA APOLO shall grant SIERRA MADRE, free of
       charges and expenses, complete access to the Mining Concessions and to
       all data relating to the Mining Concessions in its possession, and SIERRA
       MADRE shall have the right to conduct any exploration and exploitation
       programs it deems appropriate on the Mining Concessions, at its own
       expense; and

   f)  MINERA APOLO shall not have the right to terminate the Option.


SECOND.   EXPLORATION AND EXPLOITATION AGREEMENT

I.   PRINCIPAL TERMS AND CONDITIONS OF THE AGREEMENT

In the Agreement, MINERA APOLO shall grant SIERRA MADRE an exclusive 100%
interest in the exploration and exploitation rights, as applicable, to the
Mining Concessions for the existing terms and any renewals thereof, and SIERRA
MADRE shall:

   a)  From the date of the execution of the Agreement, be responsible for
       preparing and filing the work programs due on the Mining Concessions,
       beginning with the 2005 work programs, which must be filed with the
       Public Registry of Mining during May 2006;



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   b)  Pay the past due mining taxes for the years 2002, 2003 and 2004, and the
       related accrued interest and penalties thereon as of the signing date of
       the Agreement, on the La Herradua Dorada V, VII and IX and La Pulga
       mining concessions. MINERA APOLO shall be responsible for paying the
       First Semester 2005 mining taxes on these 4 (four) concessions by the
       signing date of the Agreement. Any interest and penalty charges due on
       the late payment of the First Semester 2005 mining taxes by MINERA APOLO
       shall be the responsibility of SIERRA MADRE and shall be payable by the
       signing date of the Agreement. The total financial obligations of SIERRA
       MADRE pursuant to this Clause Second I (b) shall not exceed US$62,000.
       The signing of the Agreement shall be a condition precedent to SIERRA
       MADRE making the above payments on behalf of MINERA APOLO; and

   c)  Be solely responsible for paying the mining taxes on the Mining
       Concessions, beginning with 2005 Second Semester mining taxes, which
       payment is due by the day 31 of July of 2005;

The remaining principal terms and conditions of the Agreement shall be, as
follows:

    A.  EXPLORATION OF THE MINING CONCESSIONS.

    Following the exercise of its Option in Clause First, above, and the signing
    of the Agreement, SIERRA MADRE shall have the exclusive right to explore the
    Mining Concessions, at its discretion, until the end of the calendar year of
    2008.

    B.  EXPLORATION WORK COMMITMENTS.

                                        MINIMUM               CUMULATIVE
           CALENDAR                    ANNUAL WORK               WORK
             YEAR                      COMMITMENT             COMMITMENT
           --------                    -----------            ----------

        Signing of the Agreement
          through the end of 2005       US$ -0-               US$ - 0
           2006                         US$250,000            US$250,000
           2007                         US$500,000            US$750,000
           2008                         US$1,250,000          US$2,000,000

   a)  SIERRA MADRE may terminate the Agreement at any time by giving MINERA
       APOLO at least 30 (thirty) days advance written notice;

   b)  If SIERRA MADRE terminates the Agreement and has not expended the
       cumulative work commitment for the calendar year in which the termination
       occurs, SIERRA MADRE shall pay MINERA APOLO, in cash, the difference
       between the cumulative work commitment for the calendar year of
       termination and the cumulative actual expenditures incurred by SIERRA
       MADRE up to the effective date of the termination;



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   c)  If SIERRA MADRE does not terminate the Agreement within 30 (thirty) days
       of the end of the calendar year of 2007, SIERRA MADRE shall be
       responsible for preparing a Scoping Study, reflecting the results of its
       exploration program through the end of the calendar year of 2008 or at an
       earlier date, if SIERRA MADRE terminates the Agreement during the
       calendar year of 2008. The Scoping Study, which shall be presented to
       MINERA APOLO within 3 (three) months following the end of the calendar
       year of 2008, or within 3 (three) months following any termination date
       during the calendar year of 2008, shall include a recommendation as to
       whether the results of SIERRA MADRE'S exploration activities justifies
       proceeding with the development of a mine. If SIERRA MADRE terminates the
       Agreement at any time prior to 30 (thirty) days before the end of the
       calendar year of 2007, SIERRA MADRE shall prepare and present to MINERA
       APOLO a detailed internal final report of its exploration programs,
       testing results and conclusions. The final report shall be presented to
       MINERA APOLO within 3 (three) months following the termination date; and

   d)  Any calendar year's actual expenditures in excess of that calendar year's
       minimum annual work commitment shall be carried forward and credited
       towards future calendar years' cumulative work commitments.

   C.  EXPLOITATION OF THE MINING CONCESSIONS.

   a)  If SIERRA MADRE'S Scoping Study recommends that the development of a mine
       is feasible, SIERRA MADRE shall have 2 (two) years from the date of the
       Scoping Study to complete a feasibility study, if warranted, and initiate
       commercial production at a minimum rate of 600 tonnes per day. In lieu of
       a feasibility study, SIERRA MADRE'S board of directors may elect to
       proceed with the development of the mine by way of a board resolution,
       which shall be provided to MINERA APOLO;

   b)  SIERRA MADRE shall have the right to request up to a one-year extension
       for commissioning the mine, which MINERA APOLO must grant so long as
       SIERRA MADRE has demonstrated, by its efforts and expenditures, that it
       has made a good faith effort to commission the mine. SIERRA MADRE will be
       required to pay MINERA APOLO a US$25,000 penalty payment for every month
       that the commissioning of the mine extends beyond 2 (two) years from the
       date of the Scoping Study, up to a maximum 12-month extension or a
       maximum penalty payment of US$300,000. SIERRA MADRE shall not have the
       right to recover any penalty payments from MINERA APOLO;

   c)  SIERRA MADRE shall be permitted to extend the date for commissioning the
       mine, without being required to make any penalty payments to MINERA
       APOLO, for every month of delay attributable to any unforeseen time
       delays due to Force Majeure, pursuant to Clause Second I (K), below; and



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   d)  If SIERRA MADRE elects to proceed with the development of a mine on the
       Mining Concessions after the Scoping Study has been presented to MINERA
       APOLO, MINERA APOLO will be obligated to transfer title to the Mining
       Concessions to SIERRA MADRE.

   D.  ADVANCE MINIMUM ROYALTY PAYMENTS.

   SIERRA MADRE shall pay, in cash, the following Advance Minimum Royalty
   Payments to MINERA APOLO:

        Day 1 of January of 2006                                     US$20,000
        6 months thereafter                                          US$50,000
        12 months thereafter                                         US$50,000
        18 months thereafter                                         US$55,000
        24 months thereafter                                         US$55,000
        30 months thereafter                                         US$60,000
        36 months thereafter and every six
           months after 36 months                                    US$60,000

        NOTE:

        All advance minimum royalty payments shall be recoverable at the same
        rate as paid by SIERRA MADRE against any NSR Royalty payments due MINERA
        APOLO. However, MINERA APOLO shall not receive a net NSR Royalty payment
        in any year of production less than the amount called for in the above
        Advance Minimum Royalty schedule.

   E.  NSR ROYALTY.

   SIERRA MADRE shall pay MINERA APOLO, quarterly in arrears, a 3% NSR Royalty,
   in accordance with mining industry standards, from any production of
   minerals from the Mining Concessions. The NSR Royalty shall be paid to
   MINERA APOLO by not later than the 45th (forty-fifth) day following the end
   of each quarter.

   F.  TRANSFER OF RIGHTS.

   a)  SIERRA MADRE shall be entitled to lease, sell or assign its interest in
       the Agreement to a wholly owned subsidiary or to a legal entity in which
       it has more than a 50% (fifty percent) equity interest, or which has more
       than a 50% (fifty percent) equity interest in it. In any such transfer,
       the acquiring party shall agree, in advance, to be legally bound by the
       terms and conditions of the Agreement; and



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   b)  Until SIERRA MADRE produces a Scoping Study, elects to proceed with the
       development of a mine and, as a result, obtains title to the Mining
       Concessions, pursuant to Clause Second I (C)(d), above, SIERRA MADRE
       shall not have the right to lease, sell or assign the total or any
       portion of its interest in the Agreement to an unaffiliated third party
       without the prior approval of MINERA APOLO, which shall not be
       unreasonably withheld. After SIERRA MADRE obtains title to the Mining
       Concessions, SIERRA MADRE shall have the absolute right to lease, sell or
       assign its interests in the Mining Concessions to any party. However, in
       either case, the acquiring party shall agree, in advance, to be legally
       bound by the terms and conditions of the Agreement. If, after having
       obtained title, SIERRA MADRE were to decide to cancel any of the Mining
       Concessions, without offering the Mining Concession(s) to a third party,
       SIERRA MADRE shall first notify, in writing, and offer the Mining
       Concession to MINERA APOLO, which shall have 30 (thirty) days from date
       of SIERRA MADRE'S notice to elect to acquire the Mining Concession(s).

   G.  TERMINATION.

   a)  MINERA APOLO shall not have the right to terminate the Agreement unless
       SIERRA MADRE is in default of any of its obligations under the Agreement.
       MINERA APOLO must provide SIERRA MADRE notice of any default, and SIERRA
       MADRE shall have 60 (sixty) days to cure the default, before MINERA
       APOLO, at its option, can demand fulfillment in a court of law or
       terminate the Agreement; and

   b)  SIERRA MADRE shall have the right to terminate the Agreement at any time
       and for any reason, by providing 30 (thirty) days advance written notice
       of termination to MINERA APOLO. Once the notice is effective, SIERRA
       MADRE shall: 1.) Forfeit all payments made to date to MINERA APOLO, 2.)
       Be relieved of making any future royalty-related payments to MINERA
       APOLO, 3.) Pay MINERA APOLO the difference, if any, between the
       cumulative work commitments for the calendar year of termination and
       SIERRA MADRE'S cumulative actual expenditures on the Mining Concessions
       as of the effective date of termination, 4.) Transfer title to the Mining
       Concessions to MINERA APOLO, assuming MINERA APOLO has transferred title
       to the Mining Concessions to SIERRA MADRE, 5.) Deliver all technical and
       accounting information and records to MINERA APOLO, free of charge, 6.)
       Pay all mining taxes due on the Mining Concessions until the end of the
       calendar year of termination, and 7.) Deliver to MINERA APOLO the
       detailed final report or, if applicable, the Scoping Study, as provided
       for in Clause Second I (B)(c), above.




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   H.  AREA OF INTEREST.

   a)  MINERA APOLO shall be prohibited from acquiring, by whatever means, a new
       concession located within an area of 5 (five) kilometers from the Mining
       Concessions, without first offering the concession, in writing and in
       advance, to SIERRA MADRE. SIERRA MADRE shall have 60 (sixty) days from
       receiving MINERA APOLO'S written offer to notify MINERA APOLO if it
       wishes to acquire the concession. If SIERRA MADRE elects to acquire the
       concession, the concession shall be registered in SIERRA MADRE'S name and
       shall form part of the Mining Concessions, as defined in this Letter of
       Intent, and will be subject to conditions of the Agreement; and

   b)  If SIERRA MADRE were to acquire, by whatever means, a new concession
       located within an area of 5 (five) kilometers from the Mining
       Concessions, the concession shall form part of the Mining Concessions, as
       defined in this Letter of Intent, and will be subject to conditions of
       the Agreement.

   I.  CONFIDENTIALITY

   Each of the Parties to the Agreement shall undertake and agree:

   a)  Not to use in any way any Confidential Information of the other Party or
       the Mining Concessions without the prior approval of that other Party;

   b)  Not to disclose to any person or assist or make it possible for any
       person to observe any Confidential Information of the other Party or the
       Mining Concessions, without the prior approval of that the other Party or
       otherwise in accordance with the provisions of this Clause; and

   c)  Not to allow or assist or make it possible for any person (other than the
       Party) to observe any Confidential Information of the other Party or the
       Mining Concessions, without the prior approval of that other Party.

   Nothing in this Clause prohibits the disclosure of Confidential Information
   by any Disclosing Party:

   (i.)  To any corporation or other entity affiliated with the Disclosing
         Party;

   (ii)  If and to the extent required pursuant to any applicable legislation or
         other legal requirement or pursuant to the rules or regulations of any
         recognized stock exchange which are applicable to the Disclosing Party
         or any entity affiliated with the Disclosing Party, PROVIDED HOWEVER
         that the Disclosing Party will use its best endeavors to provide a copy
         of any such disclosure or announcement to the other Party prior to
         making or releasing the same;



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   (iii) If and to the extent that it may be necessary or desirable to disclose
         the information to any government or governmental authority or agency
         in connection with applications for any government consents which are
         necessary to carry out the Agreement;

   (iv)  To a recognized financial institution (and its professional advisers)
         or other fiduciary in connection with any loan or other financial
         accommodation sought to be arranged by the Disclosing Party for
         purposes of the Agreement;

   (v)   To professional advisers (including legal advisers) and consultants of
         the Disclosing Party whose duties in relation to the Disclosing Party
         or under the Agreement necessarily require the disclosure;

   (vi)  To employees, officers, representatives, and agents of the Disclosing
         Party whose duties in relation to the Disclosing Party or under the
         Agreement necessarily require the disclosure; or

   (vii) Pursuant to a binding order of any court of competent jurisdiction or
         other competent authority;

   The provisions of this Clause shall survive and continue to bind the Parties
   following termination of the Agreement, except that if the Agreement is
   terminated in accordance with Clause Second I (G), above, MINERA APOLO shall
   be free to disclose any Confidential Information related and limited
   directly to the Mining Concessions, but not related to SIERRA MADRE, to
   third parties for the purpose of promoting and obtaining new investors in
   the Mining Concessions.

   The undertakings and agreements contained in the Agreement shall be in
   addition to and shall in no way derogate from the obligations of the Parties
   in respect of secret and confidential information at law, in equity or under
   any statute or trade or profession custom or use.

   J.  INDEMNIFICATION

   a)    MINERA APOLO agrees to indemnify and hold SIERRA MADRE harmless from
         and against any liabilities, claims, losses, damages, costs and
         expenses of any kind (including, without limitation, the reasonable
         fees and disbursements of SIERRA MADRE'S counsel) that may be incurred
         by SIERRA MADRE relating to or arising out of any breach of the
         representations and warranties made by MINERA APOLO in the Agreement,
         which cannot be cured or, if curable, has not been cured within 60
         (sixty) calendar days following the delivery of SIERRA MADRE'S written
         notification of such default to MINERA APOLO; and



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   b)    SIERRA MADRE agreeS to indemnify and hold MINERA APLOLO harmless from
         and against any liabilities, claims, losses, damages, costs and
         expenses of any kind (including, without limitation, the reasonable
         fees and disbursements of MINERA APOLO'S counsel) that may be incurred
         by MINERA APOLO relating to or arising out of any breach of the
         representations and warranties made by SIERRA MADRE in the Agreement,
         which cannot be cured or, if curable, has not been cured within 60
         (sixty) calendar days following the delivery of MINERA APOLO'S written
         notification of such default to SIERRA MADRE.

   K.  FORCE MAJEURE

   a)    The obligations of the Parties may be suspended for the time when they
         are unable to perform same due to force majeure or due to any event
         outside of their control, including but not limited to (hereafter, the
         "Event"):

   i)    Fire, explosion, earthquake, hurricane, storm, flood, drought, or other
         event of adverse environmental conditions;

   ii)   War, rebellion, act of terrorism, guerrilla acts, social disruption,
         insurrection or invasion;

   iii)  Strike, work stoppage or other analogous labor dispute, taking of
         control of installations, obstruction, agrarian intrusion, and acts or
         omissions of indigenous groups, non-governmental organizations, or
         environmental groups, or groups with similar interests;

   iv)   Acts of authorities, suit or other type of judicial determination,
         disqualification from of obtaining permits, consents, licenses,
         concessions, authorizations, and opinions;

   v)    Work accidents, failures or defects in equipment, machinery or
         installations; and

   vi)   In general, any other analogous events totally out of the will and
         control of the Parties, which prevent them from fulfilling, all or any,
         of their obligations.

   b)    The Party in the cases described in the foregoing section shall notify
         ("Notice") the Event to the other Party as soon as possible, explaining
         the origin and the nature of the Event and the time estimated for its
         duration. The affected Party shall resume performance of its
         obligations as soon as possible.



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   c)    The Parties shall contribute proportionally to eliminating or reducing
         the cause or event that prevents or delays Development of the Project,
         or that in any way endangers the assets used in the Development of the
         Project or the possibility of performance of the operation.

   d)    If after six months from the date of Notice, the Event still prevails
         and insufficient efforts have been made to remedy the Event, the other
         Party shall have the right to terminate this Agreement.

THIRD.  NOTICES AND NOTIFICATIONS.

All notices and communications that the Parties must give in relation to this
Letter of Intent shall be done in writing. Such notices and communications shall
bind the Parties when personally delivered or sent by means that assure actual
receipt of notice with proof of same, and are duly addressed to the Party that
corresponds at its last address stated for purposes hereof, which until there is
a communication to the contrary should be understood as being the following:

        "MINERA APOLO"

        Minera Apolo S.A. de C.V.
        Pasaje Verdi 158-1
        San Luis Potosi, SLP
        78280 Mexico

        (Tel/Fax) (444) 815-1293

        Attention: Mr. Donald F. McLeroy

        "SIERRA MADRE"

        Sierra Madre Resources S.A. de C.V.
        San Francisco No. 656-601
        Col. Del Valle, C.P. 03100
        Mexico, D.F.

        (Tel) (555) 536-2028 / 3014 (Fax) (555) 543-7307

        Attention: Licenciado Victor Garcia Jimenez




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Any notices or communications from MINERA APOLO to SIERRA MADRE shall also be
copied to

        "CAN-CAL"

        Can-Cal Resources Ltd.
        2500 Vista Mar Drive
        Las Vegas, NV USA
        89128

        (Tel) 702-243-1849 (Fax) 702-243-1869

        Attention: Mr. Anthony F. Ciali

Any change in the above mentioned addresses shall be notified by one Party to
the other, when it occurs.

FOURTH. APPLICABLE LAWS AND COURTS.

For every thing not expressly stipulated in this Letter of Intent, the Parties
submit themselves to the applicable laws in the City of San Luis Potosi, State
of San Luis Potosi, Mexico especially those relating to the Mining Law and its
Regulations, the Federal Duties Law, the Commerce Code and the Federal Civil
Code, and the Parties also agree to submit to the jurisdiction of the competent
courts in the City of San Luis Potosi, State of San Luis Potosi, Mexico waiving
to the jurisdiction of any other courts to which they may be entitled by reason
of their present or future domiciles

FIFTH.  TOTAL AGREEMENT OF THE PARTIES.

This Letter of Intent reflects the total agreement between the Parties with
regard to its purpose, and, therefore, it cancels and voids any other agreement
or letter of intent entered into between the Parties for the same purpose. The
Parties agree to have the signed and binding English version of the Letter of
Intent timely translated into the Spanish version and signed.

SIXTH.  LANGUAGE.

This Letter of Intent will be signed in Spanish and English language, but in
case of controversy or interpretation, the Spanish version will prevail over the
English version.




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SEVENTH VICE OF THE CONSENT

This Letter of Intent has neither been negotiated nor signed under the influence
or determination of fraud, bad faith, violence, illicit actions, error, without
capacity or any another vice of the consent.


AGREEING WITH ITS CONTENT, THE PARTIES SIGN THIS LETTER OF INTENT IN DUPLICATE,
MINERO APOLO IN THE CITY OF SAN LUIS POTOSI, STATE OF SAN LUIS POTOSI, THE DAY
31ST OF MARCH OF 2005 AND SIERRA MADRE IN MEXICO CITY, FEDERAL DISTRICT THE DAY
31ST OF MARCH OF 2005, WITH A SIGNED COPY PROVIDED TO EACH OF THE PARTIES.


        "MINERA APOLO":                            "SIERRA MADRE":

MINERA APOLO S.A. de C. V.                SIERRA MADRE RESOURCES, S. A. de C. V.



  /s/  Dondal F. McLeroy                   /s/  Licenciado Victor Garcia Jimenez
----------------------------------       -------------------------------------
Mr. Donald F. McLeroy                    Licenciado Victor Garcia Jimenez
President



















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