EXHIBIT 10.3


     

    Exhibit
      10.3

     

    
      

    

     

    AMERICAN
      SOUTHWEST HOLDINGS INC.

     
      
      



    


    


    The
      Board
      of Directors

    Africa
      Pacific Capital Limited

    Level
      11,
      151 Macquarie Street

    Sydney,
      2000

    NSW

    


    Att:
      Stephen Turner, Director

     

    September
      30, 2005

     

    Dear
      Stephen

    


    This
      letter serves to confirm what we agreed when we met in your offices on August
      5,
      2005.

    


    
      	
              1)

            	
              American
                Southwest Inc. (ASW), pursuant to the mandate letter dated 1 March
                2004,
                from
                Doyle Capital now known as Africa Pacific Capital Limited (APC) owes
                APC
                US$400,000
                as at the end of September 2005.

            


    

    
      	
              2)

            	
              ASW
                and its subsidiary Metal Sands Pty Limited (MS) also owe APC various
                sums
                which
                were extended as loans over the period 2003 &
                2004.

            


    

    
      	
              3)

            	
              APC
                holds warrants for 15 million shares in
                ASW.

            


    

    
      	
              4)

            	
              At
                our meeting we agreed that APC would exercise the 15 million warrants
                and
                that the amounts
                owed by ASW and MS would be off-set against the exercise price in
                full and
                final
                settlement.

            


    

    
      	
              5)

            	
              We
                also agreed that we would terminate the mandate letter as at 30 September
                2005 and that
                it, and all preceding mandate letters, would be considered null and
                void.

            


    

    


    We
      would
      be grateful if you could acknowledge your agreement to the above and return
      a
      signed original
      to us at our offices.

    


    
      	Sincerely	Agreed:
	 	 
	/s/ Alan Doyle	/s/ Stephen Turner
	
              

            	
              

            
	
              American Southwest Inc.

              Alan Doyle, President

            	
              Stephen Turner, Director

              African Pacific
                Capital

            


    

     

     

     

     

     

    
 

    


    
      	
              U.S.
                Office

              Cl
                - Ashworth Mitchell and Brazelton

              4225
                North Brown Avenue

              Scottsdale
                AZ 85251

              UNITED
                STATES OF AMERICA 

            	
              Sydney
                Office

              Cl
                - Africa Pacific Capital Limited 
                Level
                  11, 151 Macquarie St

                Sydney
                  NSW 2000

                AUSTRALIA