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Exhibit 10.4  Option Amendment Agreement, Cahill Mineral Claims

                           **OPTION AMENDMENT AGREEMENT****THIS AGREEMENT** made as of Friday, 25th day of July, 2003

**BETWEEN:

         LOCKE B. GOLDSMITH** Geologist, of
         Suite 301, 1855 Balsam Street, Vancouver,
         British Columbia, V6K 3M3

         (the "Optionor")

                                                            **OF THE FIRST PART****AND:**

         FIRST CYPRESS, INC., a company duly
         Incorporated pursuant to the laws of the state of Nevada,
         and having an office at #3362, 349 West Georgia Street
         Vancouver, British Columbia, V6B 3Y3

         (the Optionee")
                                                            **OF THE SECOND PART****WHEREAS:**

(a)      The Optionor and the Optionee have entered into an option agreement
         dated February 18, 2003 with respect to certain mineral claims located
         in the Osoyoos Mining Division of British Columbia (the "Option
         Agreement").

(b)      Optionor and the Optionee have agreed to amend the dates for the
         completion of the required exploration expenditures on the terms and
         conditions hereinafter set forth.

**NOW THEREFORE THIS AGREEMENT WITNESSES** that in consideration of the sum of $1.00
U.S. funds now paid by the Optionee to the Optionor (the receipt of which is
hereby acknowledged), the parties agree as follows:

1.   Section 4(b) of the Option Agreement is hereby deleted and replaced with
the following in order to extend the dates for completion of the required
completion of Exploration Expenditures on the Property as follows:

     "4(b) The Option shall be exercised by the Optionee:

          (i)  paying the Optionor $1,500 U.S. on the execution of this
               Agreement, the receipt of which is hereby acknowledge by the
               Optionor;

          (ii) allotting and issuing to the Optionor, as fully paid and
               non-assessable, the Shares as follows:

               (A)  10,000 shares forthwith upon execution of this Agreement
                    duly issued to the Optionor;

               (B)  10,000 shares upon the completion of the first phase of an
                    exploration program on the Property on or before November
                    30, 2003;

               (C)  50,000 shares upon the completion of the second phase of an
                    exploration program on the Property on or before July 31,
                    2004;

               (D)  50,000 shares upon the completion of the third phase of an
                    exploration program on the Property on or before July 30,
                    2005.

          (iii)incurring Exploration Expenditures of $115,000 U.S. on the
               Property on a three phase exploration program as follows:

               (A)  $5,000 U.S. on or before November 30, 2003;

               (B)  a further $10,000 U.S. on or before July 31, 2004; and

               (C)  a further $100,000 U.S. on or before June 30, 2005.

     In the event that the Optionee spends, in any of the above periods, less
     than the specified sum, it may pay to the Optionor the difference between
     the amount it actually spent and the specified sum before the expiry of
     that period in full satisfaction of the Exploration Expenditures to be
     incurred. In the event that the Optionee spends, in any period, more than
     the specified sum, the excess shall be carried forward and applied to the
     Exploration Expenditures to be incurred in succeeding periods.

     The Option shall be deemed to be exercised upon the Optionee making all
     payments, issuing all shares and incurring all Exploration Expenditures in
     accordance with this Paragraph 4(b)

2.   The Option Agreement shall continue in full force and effect without
amendment except as amended by this Agreement.

**IN WITNESS WHEREOF** the parties hereto have executed this Agreement as of the
day and year first above written

**SIGNED, SEALED AND DELIVERED
BY LOCKE B. GOLDSMITH**
in presence of:

/s/Maribel Jordan                                  /s/Locke B. Goldsmith
-----------------------------                      -----------------------------
Signature of Witness                               **LOCKE B. GOLDSMITH**

Maribel Jordan
-----------------------------
Name of Witness

-----------------------------
Address

**FIRST CYPRESS, INC.**
By its authorized signatory:

/s/Robert Rosner
----------------------------
Authorized Signatory
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