EXHIBIT 10.3

                                                                  EXECUTION COPY

                                    AGREEMENT

            AGREEMENT  dated as of January 31, 2005 (this  "AGREEMENT"),  by and
between Cadence  Resources  Corporation,  a Utah corporation (the "COMPANY") and
each of the persons signatory hereto (each an "INVESTOR" and  collectively,  the
"INVESTORS").

                                    RECITALS:

            WHEREAS,  the Company and the  Investors  entered  into that certain
Securities  Purchase  Agreement,  dated  as of  April  2,  2004  (the  "PURCHASE
AGREEMENT"), pursuant to which, among other things, the Investors purchased from
the Company (i) an aggregate of $6,000,000  principal  amount of Senior  Secured
Notes of the Company (the "NOTES") and warrants (the "WARRANTS") to purchase the
Company's common stock, par value $.01 per share (the "COMMON STOCK"); and

            WHEREAS,  the Company and certain of the Investors  (the  "REDEEMING
INVESTORS") desire to enter into this Agreement,  pursuant to which, among other
things,  the  Company  will  redeem  the  principal  amount  of  such  Redeeming
Investor's Notes set forth on such Redeeming  Investor's  Signature Page hereto;
and

            WHEREAS,  the  Company  and certain of the  Investors  (the  "EQUITY
INVESTORS") desire to enter into this Agreement,  pursuant to which, among other
things,  the Equity Investor shall exchange the principal  amount of such Equity
Investor's  Notes as set forth on such  Investor's  Signature  Page  hereto  (as
adjusted for any stock splits,  stock  dividends,  stock  combinations  or other
similar transactions) (the "EXCHANGE SHARES"); and

            WHEREAS,  the Company and each of the Investors desire to enter into
this Agreement,  pursuant to which,  among other things, the Company shall amend
the Warrants such that the exercise  price of the Warrants shall be reduced from
$4.00 to $1.25; and

            WHEREAS,  the  exchange  of the  Equity  Investors'  Notes  for  the
Exchange  Shares is being made in reliance upon the exemption from  registration
provided by Section 3(a)(9) of the 1933 Act; and

            WHEREAS,  the Notes provide that if the Company  prepaid any portion
of the Notes, the Company would be required to pay, in addition to the principal
and  accrued  but unpaid  interest,  an amount  equal to the  interest  that the
prepaid portion of the Notes would have earned had the Notes been outstanding to
the maturity date of the Notes; and

            WHEREAS,  the Company has entered  into a certain  Merger  Agreement
with Aurora  Energy,  Ltd.  ("AURORA"),  pursuant to which a  subsidiary  of the
Company will merge (the "MERGER") with Aurora; and

<PAGE>

            WHEREAS,  the Company  wishes to enter into a financing  transaction
with,  among  others,  Rubicon  Master Fund,  pursuant to which the Company will
receive  approximately  $9,700,000,  subject to the Notes  being  redeemed  (the
"FINANCING").

            NOW THEREFORE, for and good and valuable consideration,  the receipt
and  legal  adequacy  of which  is  hereby  acknowledged,  the  Company  and the
Investors agree as follows:

      1. Redemption or Exchange of Notes.

            (a) Payment or Exchange of the Notes.

                  (i) On the Closing Date (as defined below),  the Company shall
pay, by wire transfer of  immediately  available  funds in accordance  with such
Investor's written wire instructions, to each Redeeming Investor an amount equal
to the principal amount of such Redeeming  Investor's Note, plus any accrued but
unpaid  interest  thereon up to and including  the Closing Date (the  "REDEEMING
INVESTOR'S  REDEMPTION  AMOUNT") in full  satisfaction  and cancellation of such
Redeeming Investor's Note;

                  (ii) On the  Closing  Date,  the  Company  shall issue to each
Equity Investor a certificate  representing the number of shares of Common Stock
indicated on such Investor's  signature page hereto (the "EQUITY  INVESTOR SHARE
AMOUNT"), in full satisfaction and cancellation of such Equity Investor's Note.

                  (iii) As promptly as  practicable  upon  receipt of payment of
such Redeeming  Investor's  Redemption  Amount,  such  Redeeming  Investor shall
deliver such Redeeming Investor's Note to the Company for cancellation.

            (b) Closing  Date.  The date and time of the Closing  (the  "CLOSING
DATE") shall be 10:00 a.m., New York Time, within three (3) Business Days of the
date  hereof.  The Closing  shall  occur on the  Closing  Date at the offices of
Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.

            (c) Payment of Fees.

                  (i)  Simultaneously  with  execution  of this  Agreement,  the
Company shall pay to Schulte Roth & Zabel LLP ("LEGAL Counsel") by wire transfer
of immediately  available funds in accordance with wire instructions provided to
the Company the outstanding invoice in the amount of $4,700.

                  (ii) On the  Closing  Date,  the  Company  shall  pay to Legal
Counsel by wire transfer of immediately  available funds in accordance with wire
instructions  provided to the Company (A) the amount  required by Section 6.3 of
the Purchase  Agreement in  connection  with the review of any  amendment to the
Registration  Statement or any prospectus  supplement and (B) an amount equal to
the fees and  expenses in  connection  with the review and  negotiation  of this
Agreement on behalf of Smithfield Fiduciary LLC (a Redeeming Investor).


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<PAGE>

            2.  Release  of  Security  Interest.  Each  Investor  shall take all
reasonably  necessary  and  appropriate  actions to release all of the Company's
assets and property (both real property and personal property) from the security
interests  (the "SECURITY  INTERESTS")  created by the Purchase  Agreement,  the
Notes and the  Security  Agreement  dated April 2, 2004 by and among the Company
and  Smithfield  Fiduciary  LLC as  collateral  agent  for  the  Investors  (the
"COLLATERAL  AGENT").  The Collateral  Agent agrees that it will execute any and
all documents  reasonably  necessary to release all of the Company's  assets and
property (both real property and personal property) from the Security Interests,
including, but not limited to a Mortgage Cancellation Agreement for release of a
mortgage in Louisiana,  a Satisfaction and Release for the release of a mortgage
in Texas and any UCC-3 termination  statements required.  In connection with any
of the foregoing,  the Company  agrees that it will pay (or promptly  reimburse)
the  Collateral  Agent  for all  fees  and  expenses  (included  legal  fees and
expenses) incurred in connection therewith.

            3.  Amendment  of Warrants.  Each of the Warrants is hereby  amended
such that the exercise price of such Warrants is reduced from $4.00 to $1.25. As
promptly as practicable after the receipt of any Investor's outstanding Warrant,
the  Company  agrees to issue to such  Investor  a new  Warrant in the same form
except to reflect the amendment to the exercise price.

            4. No  Adjustments  to the Warrant  Exercise  Price.  Each  Investor
hereby agrees that there will not be any adjustment to the exercise price of the
Warrants due to the issuance of Common Stock or any security  convertible  into,
exercisable for or exchangeable for Common Stock in the Financing or the Merger,
provided,  that the  price  attributable  to the  Common  Stock or  exercisable,
convertible  or  exchangeable  for such Common  Stock is not less than $1.25 per
share in any such issuance.

            5.  Amendment  to  Securities  Purchase  Agreement.  The  Securities
Purchase  Agreement is hereby  amended  such that the defined term  "Transaction
Documents" includes this Agreement.

            6. Representations And Warranties.

                  (a) Investor  Bring Down.  Each  Investor,  severally  and not
jointly,  hereby  represents  and  warrants  as to  itself  only as set forth in
Section 3.2 of the Securities Purchase Agreement as if such  representations and
warranties  were made as of the date  hereof and set forth in their  entirety in
this Agreement.

                  (b) Company Bring Down. (i) The Company hereby  represents and
warrants to the Investor as set forth in Section 3.1 of the Securities  Purchase
Agreement as if such  representations  and  warranties  were made as of the date
hereof and set forth in their  entirety  in this  Agreement;  provided  that the
Schedules to the Securities Purchase Agreement are replaced in their entirety by
the  Schedules  attached  to  this  Agreement  (the  "NEW  SCHEDULES")  and  the
representations   and  warranties  in  the  Securities  Purchase  Agreement  are
qualified in their entirety by the New Schedules.

                  (ii)  The  Exchange  Shares  are  duly  authorized  and,  upon
issuance in accordance  with the terms hereof,  shall be validly issued and free
from all taxes, liens and charges with respect to the issue thereof.


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<PAGE>

            7. Certain Covenants.

                  (a) Disclosure of Transactions and Other Material Information.
On or before 8:30 a.m.,  New York Time, on the second  trading day following the
date hereof,  the Company shall file a Current Report on Form 8-K describing the
terms of the transactions  contemplated by this Agreement on the Closing Date in
the form  required  by the 1934 Act,  and  attaching  the  material  transaction
documents (including,  without limitation,  this Agreement (and all schedules to
this Agreement)) as exhibits to such filing (including all attachments, the "8-K
FILING",  and the description and  attachments,  the "8-K  MATERIALS").  The 8-K
Materials  shall  be  subject  to  the  Investor's  prior  approval,  not  to be
unreasonably  withheld or  delayed.  From and after the filing of the 8-K Filing
with the SEC, the Investor shall not be in possession of any material, nonpublic
information  received from the Company,  any of its  Subsidiaries  or any of its
respective  officers,  directors,  employees or agents, that is not disclosed in
the 8-K Filing.  The Company shall not, and shall cause each of its Subsidiaries
and its and each of their respective officers, directors,  employees and agents,
not to, provide the Investors with any material nonpublic  information regarding
the  Company  or any of its  Subsidiaries  from and after the  filing of the 8-K
Filing with the SEC without the express written consent of the Investor.  In the
event  of a  breach  of  the  foregoing  covenant  by  the  Company,  any of its
Subsidiaries, or any of its or their respective officers,  directors,  employees
and  agents,  in  addition  to  any  other  remedy  provided  herein  or in  the
Transaction  Documents,  the  Investor  shall  have  the  right to make a public
disclosure,  in the form of a press release,  public advertisement or otherwise,
of  the  8-K  Materials   without  the  prior  approval  by  the  Company,   its
Subsidiaries, or any of its or their respective officers,  directors,  employees
or  agents.  The  Investor  shall not have any  liability  to the  Company,  its
Subsidiaries, or any of its or their respective officers, directors,  employees,
shareholders or agents for any such disclosure.  Each Investor hereby agrees not
to  knowingly  request that the Company  provide  him, her or it with  material,
nonpublic  information.  Subject to the  foregoing,  neither the Company nor the
Investor  shall issue any press  releases or any other  public  statements  with
respect to the transactions  contemplated hereby;  provided,  however,  that the
Company  shall be entitled,  with the prior  approval of the Investor (not to be
unreasonably  withheld or  delayed),  to make any press  release or other public
disclosure with respect to such transactions (i) in substantial  conformity with
the 8-K  Filing  and  contemporaneously  therewith  and (ii) as is  required  by
applicable law and  regulations,  including the applicable rules and regulations
of the Principal  Market  (provided  that in the case of clause (i) the Investor
shall be consulted by the Company  (although  the consent of the Investor  shall
not be  required)  in  connection  with any such press  release or other  public
disclosure prior to its release).

                  (b)  Prospectus  Supplement.  The  Company  shall,  as soon as
practicable  but in no event  later  than ten (10) days  after the date  hereof,
prepare and file with the SEC and provide each Investor with a supplement to the
Prospectus (as defined in the Registration  Rights  Agreement)  pursuant to Rule
424(b) reflecting the terms set forth in this Agreement.  The Company represents
and  warrants  to each  Investor  that from and after the time that the  Company
provides to such Investor the  Prospectus  supplement,  each  Investor  shall be
permitted  to  resell  all  of  the  Registrable   Securities  pursuant  to  the
Registration Statement.

            8.   Notice.   All   notices,   consents,   directions,   approvals,
instructions,  requests  and other  communications  required or permitted by the
terms of this  Agreement  shall be in writing,  and shall be sent to the Company
and each  Investor to the address or  facsimile  number of the  signature  pages
hereto or to such  other  address  or  facsimile  number as the  Company  or the
Investor may have furnished to the other in writing in accordance herewith.  All
notices,  consents,  directions,  approvals,  instructions,  requests  and other
communications  hereunder  shall be sent and  effective  as follows:  (i) on the
business day delivered,  when delivered personally;  (ii) five (5) business days
after  mailing  if  mailed by  registered  or  certified  mail,  return  receipt
requested  (postage  prepaid);  (iii)  on the  next  business  day if  sent by a
nationally  recognized  overnight express courier service with all costs prepaid
and provided evidence of delivery is available; or (iv) on the business day of a
facsimile  transmission  if received on a business day between the hours of 9:00
a.m. and 6:00 p.m.,  local time, or on the next  business day if received  after
that  time,  in each  case  provided  that  an  automatic  machine  confirmation
indicating the time of receipt is generated.


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<PAGE>

            9.  Severability.  If any  provision of this  Agreement is held by a
court of competent  jurisdiction to be invalid,  illegal or unenforceable,  such
invalidity,  illegality or unenforceability  shall not affect or render invalid,
illegal  or  unenforceable  any other  provision  of this  Agreement  and to the
fullest extent permitted by applicable law, such provision will be valid,  legal
and fully  enforceable,  and such invalid,  illegal or  unenforceable  provision
shall be amended in a manner that such provision will be valid,  legal and fully
enforceable.  It is the intent of the  Company and the  Investors  that each and
every  provision  of this  Agreement  shall be enforced  to the  maximum  extent
permitted by applicable law.

            10.  Entire  Agreement;   Amendment.   Except  for  the  Transaction
Documents  (to the extent any such  Transaction  Document is not amended by this
Agreement),  this  Agreement sets forth the entire  understanding  and agreement
between the Company and the Investors  with respect to the subject matter hereof
and  its  supersedes  all  prior  and/or   contemporaneous   understandings  and
agreements, whether written or oral, with respect to such subject matter, all of
which  are  merged  herein.  This  Agreement  may  not  be  modified,  released,
discharged,  abandoned or otherwise  amended,  in whole or in part,  except by a
written instrument, executed by the Company and the Investors.

            11.  Headings.  The  headings  contained in this  Agreement  are for
reference   purposes  only  and  shall  not  affect  in  any  way  the  meaning,
construction or interpretation of this Agreement.

            12.  Counterparts.  This  Agreement may be executed in any number of
counterparts, each of which when executed shall be deemed to be an original, but
all of which,  when together,  shall constitute one and the same document.  This
Agreement may be executed by facsimile  signature which shall constitute a valid
and binding signature for the purposes hereof.

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<PAGE>

            IN WITNESS  WHEREOF,  the undersigned has executed this Agreement as
of the day and year above first written.

                                    CADENCE RESOURCES CORPORATION

                                    By: __________________________
                                    Name: John P. Ryan
                                    Title: Vice President

                                    Address for Notice:

                                    6 East Rose Street
                                    P.O. Box 2056
                                    Walla Walla, WA 99362
                                    Facsimile No.: (509) 526-3492
                                    Telephone No.: (509) 526-3491
                                    Attn: Howard Crosby

          With a copy to:           Jenkens & Gilchrist Parker Chapin LLP
                                    The Chrysler Building
                                    New York, New York 10174
                                    Facsimile No.: (212) 704-6288
                                    Telephone No.: (212)704-6000
                                    Attn: Henry I Rothman, Esq.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES FOR INVESTORS FOLLOW]

<PAGE>

      IN WITNESS WHEREOF,  the undersigned has executed this Agreement as of the
day and year above first written.

                                    SMITHFIELD FIDUCIARY LLC

                                    By: __________________________
                                    Name: Adam J. Chill
                                    Title: Authorized Signatory

                                    Aggregate principal amount of Note
                                    outstanding: $2,000,000

                                    Redeeming Investor's Redemption Amount:
                                    $_________________________

                                    Address for Notice:

                                    Smithfield Fiduciary LLC
                                    c/o Highbridge Capital Management, LLC
                                    9 West 57th Street, 27th Floor
                                    New York, New York 10019
                                    Facsimile No.: (212) 751-0755
                                    Telephone No.: (212) 287-4720
                                    Attn: Ari J. Storch / Adam J. Chill

          With a copy to:           Schulte Roth & Zabel LLP
                                    919 Third Avenue
                                    New York, New York 10022
                                    Facsimile No.: (212) 593-5955
                                    Telephone No.: (212) 756-2000
                                    Attention: Eleazer Klein, Esq.

<PAGE>

      IN WITNESS WHEREOF,  the undersigned has executed this Agreement as of the
day and year above first written.

                                    OMICRON CAPITAL

                                    By: __________________________
                                    Name: Bruce Bernstein
                                    Title: Managing Partner

                                    Aggregate principal amount of Note
                                    outstanding: $1,000,000

                                    Redeeming Investor's Redemption Amount:
                                    $_________________________

                                    Address for Notice:

                                    Omicron Capital
                                    650 Fifth Avenue
                                    24th Floor
                                    New York, NY 10019
                                    Facsimile No.: (212) 803-5263
                                    Telephone No.: (212) 803-5269
                                    Attn: Brian Daly

<PAGE>

      IN WITNESS WHEREOF,  the undersigned has executed this Agreement as of the
day and year above first written.

                                    PORTSIDE GROWTH AND OPPORTUNITY FUND

                                    By: __________________________
                                    Name:
                                    Title:

                                    Aggregate principal amount of Note
                                    outstanding: $1,000,000

                                    Redeeming Investor's Redemption Amount:
                                    $_________________________

                                    Address for Notice:

                                    Portside Growth and Opportunity Fund
                                    c/o Ramius Capital Group, LLC
                                    666 Third Avenue
                                    26th Floor
                                    New York, New York 10006
                                    Facsimile No.: (212) 845-7999
                                    Telephone No.: (212) 845-7917
                                    Attn: Roger Anscher
                                    Jeffrey Smith


<PAGE>

      IN WITNESS WHEREOF,  the undersigned has executed this Agreement as of the
day and year above first written.

                                    LISA LOW AS CUSTODIAN FOR
                                    GABRIEL S. LOW UNYGMA

                                    By: __________________________
                                    Name:
                                    Title:

                                    Aggregate principal amount of Note
                                    outstanding: $450,000

                                    Equity Investor Share Amount:
                                    _________________________

                                    Equity Investor Warrant Amount:

                                    _________________________

                                    Address for Notice:

                                    Lisa Low as Custodian for
                                    Gabriel S. Low UNYGMA
                                    c/o Sunrise Securities Corp.
                                    641 Lexington Avenue, 25th Floor
                                    New York, NY 10024
                                    Facsimile No.: (212) 750-7277
                                    Phone No.: (212) 421-1616
                                    Attn: Nathan Low

<PAGE>

      IN WITNESS WHEREOF,  the undersigned has executed this Agreement as of the
day and year above first written.

                                    BEAR STEARNS AS CUSTODIAN FOR
                                    NATHAN A. LOW ROTH IRA

                                    By: __________________________
                                    Name:
                                    Title:

                                    Aggregate principal amount of Note
                                    outstanding: $250,000

                                    Equity Investor Share Amount:
                                    _________________________

                                    Equity Investor Warrant Amount:

                                    _________________________

                                    Address for Notice:

                                    Bear Stearns as Custodian for
                                    Nathan A. Low Roth IRA
                                    c/o Sunrise Securities Corp.
                                    641 Lexington Avenue
                                    25th Floor
                                    New York, NY 10024
                                    Facsimile No.: (212) 750-7277
                                    Phone No.: (212) 421-1616
                                    Attn: Nathan Low

<PAGE>

      IN WITNESS WHEREOF,  the undersigned has executed this Agreement as of the
day and year above first written.

                                    _________________________
                                    RUTH LOW

                                    Aggregate principal amount of Note
                                    outstanding: $300,000

                                    Equity Investor Share Amount:
                                    _________________________

                                    Equity Investor Warrant Amount:

                                    _________________________

                                    Address for Notice:

                                    Ruth Low
                                    614 Trenton Drive
                                    Beverly Hills, CA 90210
                                    Facsimile No.: (212) 750-7277
                                    Telephone No.: (212) 421-1616
                                    Attn: Nathan Low

<PAGE>

      IN WITNESS WHEREOF,  the undersigned has executed this Agreement as of the
day and year above first written.

                                    _________________________
                                    MOSHE AZOULAY

                                    Aggregate principal amount of Note
                                    outstanding: $1,000,000

                                    Redeeming Investor's Redemption Amount:
                                    $_________________________

                                    Address for Notice:

                                    Moshe Azoulay
                                    c/o Skyrise Properties
                                    18111 Preston Road, Suite 1000
                                    Dallas, TX 75252
                                    Facsimile No.: (972) 733-3920
                                    Attn: Peter Kaufman