Amendment

    To
      The

    Business
      Consultant Agreement

    


    This
      Amendment (the “Amendment”), entered into effective the 21st
      day of
      December 2007, is to the Business Consultant Agreement entered into on August
      1,
      2005, as renewed on February 6, 2006, and continued on a month-to-month basis
      thereafter (the “Agreement”), by and between White Mountain Titanium Corporation
      (“WMTC”) and Crosby Enterprises, Inc., a Washington corporation
      (“CE”).

    


    RECITALS:

    


    A. WMTC
      is
      intent on retaining senior management, including Mr. Crosby, the owner of CE,
      through providing competitive compensation; and 

    


    B. Mr.
      Crosby has been engaged to provide key services for the ongoing operation of
      WMTC at compensation levels below that of persons in similar corporate
      circumstances; and

    


    C. Mr.
      Crosby has expressed concern in the event of a corporate takeover that he be
      compensated in a manner which would take into account the prior reduced
      compensation; and

    


    D. A
      change
      of control could result in the termination of the Agreement which would cause
      a
      material detrimental effect on the economic and noneconomic incentives of Mr.
      Crosby to remain with WMTC; and

    


    E. 
      In
      addition to the loss of cash and bonus compensation existing under the
      Agreement, Mr. Crosby’s job security could be threatened, as well as career
      advancement commensurate with seniority and skills, marketability, professional
      respect, and satisfaction of working at a respected company; and

    


    F. WMTC
      believes that providing compensation which accounts for a potential change
      of
      control would assure Mr. Crosby that he would be fairly compensated in such
      event and permit him to focus his entire attention on the business needs of
      WMTC; and

    


    G. Section
      4.2 of the Agreement grants to the parties the right to amend the
      Agreement.

    


    NOW,
      THEREFORE, for additional consideration of the parties, the receipt and
      sufficiency of which is hereby acknowledged by each party, the parties hereto
      agree as follows:

    


    1. Section
      5
      is added to the Agreement to read as follows:

    
       

      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Termination
      Upon Change of Control

    


    In
      the
      event of termination upon a change of control of WMTC, the following provisions
      shall apply:

    


    
      
        (a)
          “Termination
          Upon Change of Control” means:

      

    

    


    (i)
      any
      termination of the employment of CE by WMTC without cause during the period
      commencing on or after the date that WMTC first publicly announces a definitive
      agreement that would result in a Change of Control (as defined below), even
      though still subject to approval by WMTC’s stockholders and other conditions and
      contingencies; or

     

    (ii)
      any
      resignation by CE based on a diminution of responsibilities where (1) such
      diminution of responsibilities occurs during the period commencing on or after
      the date that WMTC first publicly announces a definitive agreement that would
      result in a Change of Control (as defined below), even though still subject
      to
      approval by WMTC’s stockholders and other conditions and contingencies, and
      ending on the date which is twelve (12) months following the Change of Control,
      and (2) such resignation occurs within one-hundred and twenty (120) days
      following such diminution of responsibilities.

    


    (b) The
      term
“Termination Upon Change of Control” shall not include any other termination,
      including a termination of CE (i) by WMTC for cause; (ii) by WMTC as a result
      of
      the disability of party; (iii) as a result of the death of the party; or (iv)
      as
      a result of the voluntary termination of employment by the party for reasons
      other than a diminution of responsibilities.

    


    (c) “Change
      of Control” means:

    


    (i)
      any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or
      other fiduciary holding securities of WMTC under an employee benefit plan of
      WMTC, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under
      the Exchange Act), directly or indirectly, of securities of WMTC representing
      30% or more of (A) the outstanding shares of common stock of WMTC or (B) the
      combined voting power of WMTC’s then-outstanding securities;

     

    (ii)
      WMTC
      is party to a merger or consolidation, or series of related transactions, which
      results in the voting securities of WMTC outstanding immediately prior thereto
      failing to continue to represent (either by remaining outstanding or by being
      converted into voting securities of the surviving or another entity) at least
      fifty (50%) percent of the combined voting power of the voting securities of
      WMTC or such surviving or other entity outstanding immediately after such merger
      or consolidation;

    
       

      
         

      

      
        2

        
          

        

      

      
         

      

    


    (iii)
      the
      sale or disposition of all or substantially all of WMTC’s assets (or
      consummation of any transaction, or series of related transactions, having
      similar effect);

     

    (iv)
      there occurs a change in the composition of the Board of Directors of WMTC
      within a two-year period, as a result of which fewer than a majority of the
      directors are incumbent directors;

     

    (v)
      the
      dissolution or liquidation of WMTC; or

     

    (vi)
      any
      transaction or series of related transactions that has the substantial effect
      of
      any one or more of the foregoing.

    


    (d) In
      the
      event of termination upon a Change of Control, CE shall receive the following
      compensation: (i) immediate payment of a severance amount equal to three times
      the highest annual base cash compensation paid CE; (ii) the immediate vesting
      of
      any outstanding unvested options, warrants, or other convertible instruments;
      (iii) the pro rata amount of any bonuses for which CE is eligible; (iv) the
      extension of the exercise period of any options, warrants, or other convertible
      instrument for at least six months following such termination.

     

    2. Except
      as
      amended hereby, the Agreement shall continue to be, and shall remain, in full
      force and effect. Except as provided herein, this Amendment shall not be deemed
      (i) to be a waiver of, or consent to, or a modification or amendment of, any
      other term or condition of the Agreement or (ii) to prejudice any right or
      rights which the parties may now have or may have in the future under or in
      connection with the Agreement or any of the instruments or agreements referred
      to therein, as the same may be amended, restated, supplemented or otherwise
      modified from time to time.

    


    3. The
      terms
      of the Agreement are incorporated herein by reference and shall form a part
      of
      this Amendment as if set forth herein in their entirety.

    


    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has executed this Agreement the respective day and year
      set
      forth below.

    


    
      	 	
              White
                Mountain Titanium Corporation

            
	 	 	 
	
              Date:
                January 10, 2008

            	
              By
                

            	
              /s/
                Michael P. Kurtanjek

            
	 	 	
              Michael
                Kurtanjek, President

            
	 	 	 
	 	
              Crosby
                Enterprises, Inc.

            
	 	 	 
	
              Date:
                January 10, 2008

            	
              By
                

            	
              /s/
                Howard M. Crosby

            
	 	 	
              Howard
                M. Crosby, President

            


    

    


    
      
         

      

      
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