EXHIBIT 10.19



                              FORBEARANCE AGREEMENT

         THIS FORBEARANCE  AGREEMENT  ("Agreement") is made as of the 8th day of
August,  2001, by and between FIRST COLONY  MERCHANT AND TOBIAN TRADING  LIMITED
(collectively "Lender") and CAN CAL RESOURCES LIMITED ("Borrower").

                                R E C I T A L S:

     A. On or about November 23, 2000,  Lender and Borrower  entered into a Loan
Agreement by and between Lender and Borrower ("Loan  Agreement")  whereby Lender
loaned  Borrower  $300,000 with interest to be paid  semiannually  on May 24 and
November 24.

     B. Borrower failed to make the interest payment due May 24, 2001.

     C. The sum of $24,000.00 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.

        3. Modification of Existing  Documents.  The existing documents shall be
modified as follows:

           a.  Payment of $24,000  representing  the payment of  interest  which
should have been made on or before May 24, 2001, shall be added to the principal
and shall be paid on or before  November 24, 2001.  Interest shall accrue on the
outstanding principal amount as specified in the Loan Agreement.

           b.  Alternatively,  the  Lender  may,  up through  close of  business
November  20, 2001,  purchase the number of common  voting stock of the Borrower
determined  by using a  purchase  price per share of 50% of the  lowest  trading
price published by Yahoo!  Finance  Historical  Quote during the period from the
date of the Loan Agreement through

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November 19, 2001 and dividing the cost per share so  determined  into the total
of the $24,000 plus  interest on the $24,000  through the date of the  exercise.
The Lender must  exercise this option in whole by giving  written  notice to the
Borrower on or before November 20, 2001. Upon exercise of the option, the amount
of principal  shall be reduced by $24,000 and the Borrower shall owe no interest
on the $24,000.

        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,
personalrepresentatives,  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,  the Deed of Trust and Option
Agreement and any other attachments to the Loan Agreement  constitute the legal,
valid and binding obligation of the Borrower.

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

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

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


                                            BORROWER

                                            CAN CAL RESOURCES LIMITED

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

                                            LENDER

                                            FIRST COLONY MERCHANT

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







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