Amendment

    To
      The

    Management
      Services Agreement

     

    This
      Amendment (the “Amendment”), entered into effective the 21st
      day of
      December 2007, is to the Management Services Agreement entered into on February
      6, 2006, with an effective date of February 1, 2006, as amended on September
      1,
      2006, and on August 31, 2007 (the “Agreement”), by and between White Mountain
      Titanium Corporation (“WMTC”) and Trio International Capital Corp. (“Trio”) and
      its wholly owned subsidiary, Pacific Venture Management Ltd.

    


    RECITALS:

    


    A. WMTC
      is
      intent on retaining senior management, including Brian Flower, a partial owner
      of Trio who provides services for WMTC through the Agreement, through providing
      competitive compensation; and 

    


    B. The
      notification period in the Agreement is 90 days, which together with overall
      ownership and compensation has been an expressed concern of several shareholders
      and prospective investors; and

    


    C. Mr.
      Flower 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

    


    D. Mr.
      Flower has expressed concern in the event of a corporate takeover that his
      company be compensated in a manner which would take into account the prior
      reduced compensation; and

    


    E. 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.
      Flower to remain with WMTC; and

    


    F. 
      In
      addition to the loss of cash and bonus compensation existing under the
      Agreement, Mr. Flower’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

    


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

    


    H. Section
      7(d) of the Agreement grants to the parties the right to amend the Agreement
      upon approval of each of the parties thereto.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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. Effective
      January 1, 2008, the amount of time required to be provided under Section 1(b)
      of the Agreement shall be not less than 80%.

    


    2. Effective
      January 1, 2008, Section 2(a) of the Agreement is amended to read as
      follows:

    


    Monthly
      Fee.
      In
      consideration of the services provided by Service Provider, WMTC shall pay
      to
      PVM US$11,600 per month plus reimbursable out of pocket expense - both being
      subject to Goods and Services Tax in Canada (“GST”), with the monthly fee amount
      pro rated for any partial month of service. Payments hereunder shall be made
      on
      or before the fifteenth (15th)
      day of
      the calendar month following the month in which such services were provided.
      In
      the event that the time commitment of Trio and Mr. Flower increases beyond
      80%,
      the base compensation payable to Trio shall be increased proportionately, but
      not to exceed the base compensation payable to Michael Kurtanjek, President
      of
      the WMTC. The amount of time devoted to the business of WMTC by Trio and Mr.
      Flower will be determined by the Compensation Committee within ten business
      days
      following the end of each calendar quarter beginning with the calendar quarter
      ending December 31, 2007, and the base compensation will be adjusted accordingly
      for each such new calendar quarter.

    


    3. Section
      3
      of the Agreement is amended to read as follows:

    


    Term
      and Renewal.
      The
      term of this Agreement shall be for a period of one year from the Effective
      Date, unless it is terminated earlier as provided herein. Beginning on that
      date, and on each anniversary thereafter, unless it is terminated earlier as
      provided herein or WMTC delivers written notice to Trio of its intention not
      to
      extend the Agreement at least one hundred twenty (120 days before such
      anniversary date, the term of this Agreement shall automatically be extended
      for
      one additional year. The restrictive covenants in paragraph 5 hereof shall
      survive the termination of this Agreement.

    


    4. Section
      4(a) of the Agreement is amended to read as follows:

    


    Termination
      Without Cause.
      Either
      WMTC or Trio may terminate this Agreement at any time without cause (as defined
      below), provided that it gives written notice of termination to the other party
      at least one hundred twenty (120 days before the date of such
      termination.

    


    5. Section
      4A is added to the Agreement immediately following Section 4 to read as
      follows:

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    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 Trio 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 Trio 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 Trio (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;

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (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, Trio shall receive the following
      compensation: (i) immediate payment of a severance amount equal to three times
      the highest annual base cash compensation paid Trio; (ii) the immediate vesting
      of any outstanding unvested options, warrants, or other convertible instruments;
      (iii) the pro rata amount of any bonuses for which Trio 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.

     

    6. 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.

    


    7. 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
                P. Kurtanjek, President

            
	 	 
	 	 
	 	
              Trio
                International Capital Corp.

            
	 	 
	 	 
	
              Date:
                January 10, 2008

            	
              By

            	
              /s/
                Brian Flower

            
	 	 	
              Brian
                Flower, Principal

            
	 	 
	 	 
	 	
              Pacific
                Venture Management Ltd.

            
	 	 
	 	 
	
              Date:
                January 10, 2008

            	
              By

            	
              /s/
                Brian Flower

            
	 	 	
              Brian
                Flower, Principal

            


    

    


    
      
         

      

      
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