**EXHIBIT
10.2**
 ****
 **DOYLE
CAPITAL**
 **LIMITED**
 
 1 March
2004
 ****
 **Strictly
Private & Confidential**
 
 The
Directors
 American
Southwest Holdings Incorporated
 4225 N.
Brown Ave
 Scottsdale,
AZ 85251
 
 Dear
Sirs,
 
 As a
result of changes to the overall structure of the transaction and the issues
raised by the SEC in relation to the inability to have a “claw back” arrangement
with proposed Warrants, we submit an update to our mandate for your approval. We
also wish to confirm our confidence in **American
South West Holdings Incorporated** (“ **ASW** ” or “the **Company** ”) and
the long-term commitment of Doyle Capital Limited (“ **DCL** ”) to the
success of the Company. We set out below the scope of our work, the basis of our
remuneration and additional terms of our engagement.
 
 **Preamble**
 
 DCL put a
proposal to the Company that it acquire all of the assets of an Australian
mineral sands company named Metal Sands Limited via a Takeover Offer. The
acquisition has since, with the considerable assistance and involvement of DCL,
been completed and ASW now owns 100% of the issued capital of Metal Sands. DCL
has also provided interim funding in the form of loans. To date DCL has not
received any fees other than the warrants proposed in the original mandate and
the loans have not been repaid.
 
 DCL has
continued to work on the project on the basis that the substance of the original
mandate letter would be honoured by ASW after making adjustments required by the
SEC. We therefore write this letter, setting out the fee arrangement for both
work completed and in progress.
 
 **Scope
of our work and work completed**
 
 ·
    DCL
      acted as corporate adviser to ASW in connection with the acquisition of
      the shares of Metal Sands Limited (“MSA”). The scope of our role is set
      out as Annexure 1.
 
 Doyle
Capital Limited ABN 52 094 250 352
 Level 30,
20 Bond Street Sydney NSW 2000 Phone + 61 2 9239 6000 Fax + 61 2 9239
6060
 
 
 
 ·
    DCL
      acted as lead capital raiser to ASW. To date, DCL raised all the equity
      capital required to complete the acquisition and has provided loans to the
      Company for working capital
purposes.
 ·
    DCL
      will act as corporate adviser in respect of any other future capital
      raising transactions with which ASW is involved, while the DCL mandate is
      in place and on terms negotiated from time to time. DCL is currently
      working on a capital raising which will fund the company so that it can
      complete a pre-feasibility and feasibility study. Our terms to complete
      this are contained herein.
 
 ·
    DCL
      will act as the ongoing corporate adviser to ASW, unless this mandate is
      terminated by ASW, which it may do by not less than three months’ written
      notice to DCL effective at any time after August 2007. Details of this
      role are set out in Annexure 2.
 
 ·
    DCL
      will act in the capacity as the Company’s management until such time as
      adequate capital has been raised and a complete management team is put in
      place.
 
 **Basis
of remuneration**
 
 For
initiating the MSA transaction, acting as corporate advisor in its completion,
the managing ASW and investor relations; DCL will be; or has been remunerated as
follows:
 
 ·
    A
      total fee of 6% to be paid on all equity raised. DCL will issue an invoice
      on acceptance of this letter for the amount due hereunder, but is happy
      for the amount due to remain unsettled until the capital raising currently
      being contemplated is completed.
 
 ·
    A
      monthly retainer of US$20,000 per month for four years commencing on
      1stJanuary 2004 payable monthly in advance or in the event that ASW is unable
      to pay this fee, this decision to be made by DCL, the fee will be accrued
      until such time as ASW can pay the retainer. The retainer will therefore
      have no impact on the cash flow of ASW during the early stages of the
      company’s development. In presenting these terms, we ask that you
      recognize that DCL commenced work on this project some six months before
      1stJanuary 2004.
 
 ·
    In
      recognition of the successful takeover, our advice support and assistance
      to date, we confirm that DCL has been issued with 15,000,000 warrants in
      ASW at an exercise price of US4c per warrant. Each warrant will convert
      into one ordinary share in ASW.
 
 
 -2-
 
 For
acting as lead arranger in the raising of capital required to complete
pre-feasibility we will be remunerated as follows:
 
 ·
    A
      total fee of 6% to be paid on all capital raised. This fee will be paid on
      completion of the capital raising.
 
 ASW will
reimburse DCL, on invoice, for
 
 ·
    the
      fees and disbursements of legal and other advisers retained by DCL on
      ASW’s behalf (provided that DCL will consult in good faith with ASW before
      engaging any such advisers),
 
 ·
    the
      costs of any printing and proofing of documents prepared
    and
 
 ·
    any
      other out of pocket expenses incurred in connection with the any of the
      above transactions (provided that DCL will seek ASW’s authorisation before
      incurring any such expenses which individually amount to more than
      AUD$15,000), together in each case with an amount equal to any GST
      incurred thereon which is not otherwise recoverable by
  GST.
 
 No fee
payable to any other adviser by ASW or by any other business in connection with
the acquisition of MSA or the events described above reduce or otherwise affect
any fee or commission payable hereunder.
 
 **Confidentiality**
 
 DCL
undertakes to keep confidential any confidential information which is provided
to it by ASW or MSA and which is not publicly available and not to disclose such
information or to third parties, otherwise than in accordance with the Company’s
instructions. Disclosure will, however, be permitted as required by law. Where
practicable, before making any required disclosure DCL will notify ASW to
provide the opportunity for the ASW to contest such disclosure by lawful
means.
 
 **Governing
Law And No Amendment**
 
 The
provisions of this letter shall be governed by and construed in accordance with
the Law of New South Wales without regard to the conflict of laws provisions
thereof.
 
 ASW and
DCL irrevocably agree that the Courts of New South Wales are to have exclusive
jurisdiction to settle any disputes that may arise out of or in connection with
the provisions of this letter.
 
 No
variation, amendment, waiver or consensual cancellation of the terms of this
letter shall be of any force and effect unless reduced to writing and signed by
ASW and by DCL.
 
 
 -3-
 
 **Indemnity**
 
 *Subject
to the provisions of clause 5.2 to the contrary, ASW shall indemnify DCL against
all claims, actions, proceedings, investigations, demands, judgements and awards
(together “Claims”) which may be instituted, made, threatened or alleged against
or otherwise involve DCL, and against all losses, liabilities, damages, costs,
charges and expenses (together “Losses”) which may be suffered or incurred by
DCL, in connection with or arising out of the services rendered or duties
performed by DCL under this letter including (without limitation) all Losses
which DCL may incur in investigating, preparing, disputing or defending, or
providing evidence in connection with, any Claim (whether or not DCL is an
actual or potential party to such Claim) or in establishing any Claim or
mitigating any Loss on its part or otherwise enforcing its rights under this
paragraph 5 which shall be additional and without prejudice to any rights which
DCL may have at common law or otherwise.*
 
 *DCL
shall not be indemnified in respect of any Claims or Losses to the extent that
they are finally judicially determined to have arisen as a result of (i) any
recklessly negligent act or omission, bad faith or willful default of DCL or
(ii) its failure to comply with any of its obligations and/or responsibilities
under this letter.*
 
 *If
DCL becomes aware of any Claim, or any matter which may give rise to a Claim,
DCL shall promptly notify ASW in writing thereof giving particulars of the Claim
provided that failure by DCL to notify ASW shall not relieve ASW from the
obligation to indemnify except to the extent that ASW suffer actual prejudice as
a result of such failure. Subject to being indemnified and secured to its
reasonable satisfaction by ASW against any additional or increased Losses it may
suffer or incur as a result of so doing, and subject to the requirements (if
any) of DCL’s insurers, DCL shall thereafter consult with ASW regarding DCL’s
conduct of the Claim and provide ASW with such information and copies of such
documents relating to the Claim as ASW may reasonably request in writing
provided that DCL shall not be under any obligation to take into account any
requirements of ASW in connection with such conduct nor to provide ASW with a
copy of any document which is or may be privileged in the context of the
Claim.*
 
 *No
claim shall be made against DCL by ASW to recover any Losses suffered or
incurred by ASW in connection with or arising out of the services rendered or
duties performed by DCL hereunder unless and to the extent that they arise as a
result of (i) any reckless negligent act or omission, bad faith or willful
default of DCL or (ii) its failure to comply with any of its obligations and/or
responsibilities under this letter.*
 
 *Any
Claims of whatsoever nature which may be made by ASW shall be limited to the
amount of fees earned by DCL from ASW.*
 
 -4-
 
 *If
any sum payable under this paragraph shall be subject to a charge to taxation in
the hands of DCL, the sum payable shall be increased to such sum as will ensure
that after payment of such taxation DCL (after giving credit for any tax relief
available to DCL in respect of the costs and liabilities giving rise to such
payment) shall be left with a sum equal to the sum that it would have received
in the absence of such charge to taxation.*
 
 *ASW
agrees that it will not, without the prior written consent of DCL, settle or
compromise or consent to the entry of any judgement with respect to any pending
or threatened Claim in respect of which indemnification may be sought under this
paragraph (whether or not DCL is an actual or potential party to such Claim)
unless such settlement, compromise or consent includes an unconditional release
of DCL from all liability arising out of such Claim.*
 
 *If
ASW enters into any agreement or arrangement with any adviser for the purpose of
or in connection with any of the above transactions, the terms of which provide
that the liability of the adviser to ASW or any other person is excluded or
limited in any manner, and DCL may have a joint and/or several liability with
such adviser to ASW or to any other person arising out of the performance of its
duties under this letter, ASW shall:*
 
 ·
    *Indemnify
      DCL in respect of any increased liability to any third party which would
      not have arisen in the absence of such exclusion or limitation;
      and*
  ·
    *Take
      such other action as DCL may require ensuring that DCL is not prejudiced
      as a consequence of such agreement or
arrangement.*
 
 *In
this paragraph, the expression “DCL” shall include DCL and each of its directors
and associate companies and DCL, in receiving such indemnity, is acting for
itself and as trustee and agent for each of its directors and associate
companies with the intent that such indemnity shall be enforceable by DCL and
each of its directors and associate companies, in whose favour this shall
operate as a stipluatio alteri, capable of acceptance at any time. In this
paragraph 5, any right or obligation given to or assumed by ASW shall, to the
extent that MSA is controlled by ASW and as the context requires, be read and
construed as being a joint and several right or obligation of both ASW and MSA,
and ASW shall procure that MSA complies with any such
obligation.*
 
 -5-
 
 **Disclosure**
 
 Alan
Doyle is a director and shareholder of both American Southwest Holdings Inc. and
Doyle Capital Limited.
 
 If you
agree to the terms set out above, please sign the enclosed copy of this letter
and return it to us.
 
 Yours
faithfully
 
 Doyle
Capital Limited
 
 
 /s/ Alan Doyle
    
    
    /s/ Mark NielsenAlan Doyle
    
    
    Mark
Nielsen
 
 We agree
to the terms of your letter dated 1 st July
2004 of which a copy is set out above.
 
 
 /s/ Peter
Holsworth
 Director
 For and
on behalf of:
 American
South West Holdings Incorporated
 
 -6-
 
 **Annexure
1**
 
 **CORPORATE
ADVISORY ROLE**
 
 
 The
corporate advisory role includes the following:
 
 Project
managing the acquisition of Metal Sands, including managing flow of legal
documentation and ensuring all components of the acquisition are executed
timeously.
 
 Managing
external advisers.
 
 Assistance
with statutory requirements.
 
 Assistance
with negotiations.
 
 Assistance
with the due diligence exercise. This includes focusing on high-risk
areas.
 
 Assistance
with cash flow models, analysis, etc.
 
 
 -7-
 
 **Annexure
2**
 
 **ON-GOING
ROLE**
 
 
 The
ongoing role as corporate adviser will cover the following:
 
 1.
    Act
      as corporate advisers to the Board of ASW on an on-going basis. This
      includes ad-hoc investigations, financial modelling, providing input into
      strategy, etc.
 
 2.
    Assist
      ASW with corporate marketing. This includes reviewing press releases
      year-end results releases, etc.
 
 3.
    Assist
      with marketing ASW to institutional investors. This includes road show
      presentations, etc.
  4.
    Work
      with market makers to develop liquidity and tradability in the ASW
      share.
 5.
    Providing
      on-going secretarial and accounting services in
  Australia.
 
 6.
    Dealing
      with US based solicitors on the regulatory issues from
      Australia.
 
 7.
    Assist
      ASW with its listing.
 
 8.
    Managing
      the date to day activities of the Company.
 
 9.
    Performance
      of the investor relationship management
function.
  -8-