Filed by sedaredgar.com - Canyon Copper Corp. - Exhibit 10.3






FOURTH AMENDMENT TO LOAN AGREEMENT 

This Fourth Amendment to the Loan Agreement dated September 11,
2006, as amended on November 27, 2006, April 11, 2007 and November 30, 2007,
(collectively, the “Loan Agreement”) between Asset Protection Fund Ltd.
(the “Lender”) and Canyon Copper Corp. (the “Borrower”) is made and
entered into effective as of the 13th day of January, 2009 (the "Effective
Date"), between the Borrower and the Lender. 

WHEREAS: 

A.          
The Borrower and the Lender entered into the Loan Agreement whereby the Lender
agreed to loan $250,000 to the Borrower (the “Loan”).

B.         
 The Lender has agreed to extend the term of the Loan to April 11, 2010 on
the terms and conditions set out herein. 

NOW, THEREFORE, in consideration of the premises
contained herein and the sum of $10.00 paid by the Borrower to the Lender, the
receipt and sufficiency of which are hereby acknowledged, the parties agree to
amend the terms of the Loan Agreement as follows: 

	1. 	
      Definitions. Capitalized terms used in this
      Agreement shall have the same meaning as specified in the Loan Agreement
      unless the context clearly indicates the contrary.

	 	 	 
	2. 	
      Amendment. The Loan Agreement is hereby amended as
      follows:

	 	 	 
		(i) 	
      The term “Maturity Date” is replaced in its entirety with
      the following:

	 	 	 
			
      “Maturity Date” means April 11, 2010;

	 	 	 
		(ii) 	
      Section 2.1 of the Loan Agreement is replaced in its
      entirety with the following:



“2.1         
 Loan and Repayment. The Lender hereby agrees to lend to the
Borrower the Principal Sum of $250,000 (U.S.). The Loan shall be made in United
States currency and shall be repaid by the Borrower on or before April 11,
2010.” 

	 	(iii) 	
      Section 7.1 of the Loan Agreement is replaced in its
      entirety with the following:



“7.1         
 The Lender may at its option, at any time prior to April 11, 2010, convert
all or any portion of the Principal Sum into that number of fully-paid and
non-assessable shares of common stock of the Borrower (the “Conversion Shares”)
as shall be equal to the Principal Sum at a conversion rate which shall be the
lesser of $0.30 U.S. per share or the closing price of the Borrower’s shares on
the Over-the-Counter Bulletin Board on the business day preceding the date that
the Borrower provides notice of conversion to the Borrower (the “Notice of
Conversion”). Upon receipt of the Notice of Conversion, the Borrower shall issue
for no additional consideration one half of a share purchase warrant (each a
“Warrant”) for each Conversion Share issued by the Borrower to the Lender. Each
whole Warrant shall entitle the Lender to purchase one additional share of the
Borrower’s common stock for a period of one year from the date of issuance, at a
price of $0.40 per share.” 

	 	(iv) 	
      The Promissory Note evidencing the Loan Agreement is
      hereby replaced in its entirety with the Promissory Note attached hereto
      as Schedule “A” to this Agreement.







2

	3. 	
      Increase of Interest Rate. In consideration of the
      Lender extending the term of the Loan, the Borrower agrees to increase the
      interest rate on the Loan to 15% per annum effective January 11,
    2009.

	 	 
	4. 	
      No Other Modification. The parties confirm that
      the terms, covenants and conditions of the Loan Agreement remain unchanged
      and in full force and effect, except as modified by this
  Agreement.

	 	 
	5. 	
      Counterparts. This Agreement may be executed in
      two or more counterparts, each of which shall constitute an original, but
      all of which, when taken together, shall constitute but one instrument,
      and shall become effective when one or more counterparts have been signed
      by each party hereto and delivered to the other parties.

	 	 
	6. 	
      Successors and Assigns. Except as otherwise
      expressly provided herein, the provisions hereof shall inure to the
      benefit of, and be binding upon, the successors, assigns, heirs, executors
      and administrators of the parties hereto.

	 	 
	7. 	
      Entire Agreement. This Agreement constitutes the
      full and entire understanding and agreement between the parties with
      regard to the subject hereof.



IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above. 

THE BORROWER:

CANYON COPPER CORP. 
by its authorized signatory:



/s/ Kurt Bordian

________________________________ 
Kurt Bordian 

THE LENDER: 

ASSET PROTECTION FUND LTD. 
by its authorized
signatory: 



  /s/ David Dawes

________________________________ 
David Dawes 




Schedule “A” 

Promissory Note 




4

CONVERTIBLE PROMISSORY NOTE 

	EXECUTED BY: 	Canyon Copper Corp. (the
      "Borrower") 
	 	 
	IN FAVOUR OF: 	Asset Protection Fund Ltd. (the
      "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	$250,000 (U.S.) 
	 	 
	DATE OF EXECUTION: 	January 13, 2009 
	 	 
	PLACE OF EXECUTION: 	Vancouver, BC, Canada
  


FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on April 11, 2010, the principal sum of
$250,000 (U.S.), together with interest thereon at the rate of 15% per annum,
both before and after maturity from the date hereof. 

The Lender may at its option, at any time prior to April 11,
2010, convert all or any portion of the principal sum into that number of
fully-paid and non-assessable shares of common stock of the Borrower (the
“Conversion Shares”) as shall be equal to the principal sum at a conversion rate
which shall be the lesser of $0.30 U.S. per share or the closing price of the
Borrower’s shares for the business day preceding the date that the Borrower
provides notice of conversion hereunder. Upon exercise of the Lender’s
conversion rights hereunder, the Lender shall receive for no additional
consideration one half of a share purchase warrant (each a “Warrant”) for each
Conversion Share issued by the Borrower to the Lender. Each whole Warrant shall
entitle the Lender to purchase one additional share of the Borrower’s common
stock for a period of one year from the date of issuance, at a price of $0.40
per share. 

The Borrower waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note. 

The Borrower agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by the Lender and in every case payment will be
made to the holder of this Promissory Note instead of the Lender upon notice
being given by the holder to the undersigned, and no holder of this Promissory
Note will be affected by the state of accounts between the undersigned and the
Lender or by any equities existing between the undersigned and the Lender and
will be deemed to be a holder in due course and for the value of the Promissory
Note held by him. 

DATED at Vancouver, BC this 13th day of January, 2009. 

CANYON COPPER CORP. 

  by its authorized signatory:


________________________________