Exhibit 10.3


                                 Lucius C. Geer
                          11211 Katy Freeway, Suite 295
                              Houston, Texas 77079
                               713.249.1296 (Cell)
                            832.358.8446 (Facsimile)



                                 August 1, 2003


Mr. Howard Crosby, President
Cadence Resource Corporation
P. O. Box 2056 Walla Walla, WA 99362

         Re:      Geological & Operations Office

Dear Mr. Crosby:

     Reference is made to our existing Letter  Agreement dated February 1, 2002,
relating to the creation  and funding of a Geological & Operations  Office (G&O)
to be  staffed  by  Lucius  C.  Geer  (LCG)  and  paid for by  Cadence  Resource
Corporation  (CRC).  The  parties  thereto  have agreed to amend and modify that
agreement in certain particulars effective as of August 1, 2003.

     Effective  as of that date  (August 1, 2003) the  Sections of that  certain
February 1, 2002 Letter Agreement designated A thru H shall read as follows:

     A.   Phases:  That period of time  commencing on the effective  date hereof
          and continuing  through July 31, 2004, is designated as Phase One. The
          next twelve month period  between August 1, 2004 and July 31, 2005, is
          designated  as Phase Two.  Phase Three shall be the period from August
          1,  2005  through  July 31,  2006.  CRC  shall  have the  election  to
          terminate  this  agreement at the end of Phase One or extend same into
          Phase Two by giving LCG written  notice of such extension on or before
          July 31,  2004.  The  extension of this  agreement  further into Phase
          Three requires the mutual  agreement of CRC and LCG, such agreement to
          be in writing  and  delivered  by both  parties to both  parties on or
          before June 15,  2005.  In the absence of the written  election by CRC
          concerning  Phase Two or the mutual  agreement  involving Phase Three,
          this contract will terminate at the end of the appropriate Phase.


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     B.   Geological  and  Operations  Services:  LCG  agrees  to  evaluate  the
          geological  feasability  and the land  availability of areas in United
          States and Canada, referred to herein as the "Contract Area", in order
          to locate and define surface areas  covering  discrete traps deemed by
          LCG to be  prospectively  productive  of oil and/or gas in  commercial
          quantities  and which may be available for  acquisition,  each of such
          surface  areas  being  referred  to  herein  as  a  "Prospect".   Such
          evaluation shall be done in a professional  manner using the skill and
          expertise of LCG in the interpretation of gravity surveys,  subsurface
          geology,  reflection  seismology and other germane tools. In providing
          such services,  LCG agrees to devote seventy five percent (75%) of his
          working  time (not to  exceed  30 hours per week) for 50 weeks  during
          each Phase to the origination,  locating, developing, refining and, if
          needed, marketing such Prospects as directed by CRC.

          When a Prospect is located,  LCG will provide CRC with his  geological
          and  land  brochures  of the  Prospect  in the  form of  plats or maps
          indicating  the  subsurface   interpretation,   type-written   reports
          describing such interpretation and a Tobin Survey or other land map on
          which the surface area of the  Prospect is outlined.  LCG will further
          furnish CRC with monthly  reports giving synopses of the general areas
          investigated,  the result of such investigations and what is projected
          to be covered in the future  during the  remainder  of the  applicable
          Phase.  Further  decisions on each Prospect will handled in accordance
          with Section SE below.

          LCG will use his best efforts to generate three (3) viable, marketable
          exploration projects per Phase.

     C.   Compensation:  The direct compensation paid to LCG shall be calculated
          at the rate of $7,500.00  US per  calendar  month paid on the first of
          each  month,  commencing  August 1,  2003.  In  addition,  LCG will be
          entitled to  reimbursement of all travel and  transportation  expenses
          incurred by LCG at the specific request of CRC, such  reimbursement to
          be mailed to LCG at the  address  shown  above not later than ten (10)
          days following receipt of LCG's invoice and support therefore.

          If LCG  performs  services  for any third  party  during  the time not
          dedicated to CRC (which services will not be actively  solicited) such
          services  shall be carried out in such a manner so as not to interfere
          or  conflict  with  LCG's  obligations  to CRC under the terms of this
          agreement.  If LCG develops  additional  Prospects (over and above the
          three   referred   to  above)  or   develops   Prospects   during  the
          non-dedicated  time (the other 25% of his time),  LCG shall be free to
          market  same to any  party  under  any  terms  that can be  negotiated
          between LCG and any other non-CRC  party.  LCG does,  however,  hereby
          grant  to CRC the  right  of  first  refusal  to  participate  in such
          Prospect  under  the  same  terms  and to the  same  extent  as may be

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          acceptable to said non-CRC  party.  LCG shall notify CRC of said terms
          and CRC shall have five (5)  business  days  (Saturdays,  Sundays  and
          legal holidays excluded) to respond in writing to such notification as
          to CRC's desires. Failure to timely respond (time being of the essence
          in this instrument) shall be deemed a rejection of such right.

     D.   Extension,  Termination and  Notification:  Should CRC elect to extend
          this agreement  into Phase Two or from Phase Two into Phase Three,  it
          shall notify LCG of its election in writing, hand delivered or mailed,
          United  States Mail,  postage  prepaid,  to the address shown above as
          provided herein.  Should LCG elect to extend this agreement from Phase
          Two to Phase  Three,  he shall  likewise  notify CRC in  writing  sent
          United  States Mail,  postage  prepaid,  to CRC's address shown above.
          Each party may change its address for notification  purposes by giving
          the other party notice of such change in the same manner.

          Termination of this agreement,  whenever it occurs, shall not serve to
          relieve CRC or LCG of any  obligation  which occurred or accrued prior
          to the date of termination.

     E.   Method of Operation: After LCG has delivered to CRC the maps or plats,
          the geological  information and the reports on a Prospect as described
          in Section B above,  LCG, using CRC's funds,  will acquire  commercial
          form oil, gas and mineral  leases on the lands (or such of them as may
          be obtainable  within  parameters  established by LCG) included in the
          Prospect.  As  appropriate,  LCG will also  negotiate and acquire,  if
          available and acceptable, farmout agreements from other lessees of oil
          and gas leases  covering lands in the Prospect.  LCG will then prepare
          the  brochures on the  Prospect  and transmit  them to CRC seeking its
          ownership desires in said Prospect.

          All the  above  will be  conducted  in a  workmanlike  and  completely
          professional  manner accruing the smallest possible  liability risk to
          CRC.

     F.   Assignment of Override: On each oil, gas and mineral lease acquired by
          CRC  under  ths  agreement,  CRC will  assign  to LCG,  by  recordable
          instrument,  an  overriding  royalty  interest  equal  in value to Two
          Percent (2%) of the sales price received for all oil, gas and minerals
          produced,  saved and sold under each such lease from the lands covered
          thereby,  said assignment to be made prior to the drilling of any test
          well on the Prospect. In the event any lease covers less than the full
          fee mineral estate in the lands or in the event CRC acquires less than
          the entire  undivided  interest  in such  lease,  then the  overriding
          royalty   interest   shall  be  reduced   proportionately.   All  such
          assignments shall contain provisions  allowing the assignor therein to
          pool and combine such overriding  royalty  interest in the same manner
          and to the same extent as is provided in the  affected  leases for the



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          lessor's  interest  and shall  further  provide  that such  overriding
          royalty  interest shall apply to any  extensions,  renewals or in-lieu
          leases  acquired  thereon  within one (1) year from the  expiration or
          termination of the prior lease. The assignor of the overriding royalty
          shall not be under any  obligation  to maintain any lease in force and
          effect and shall have the right to surrender,  or release any lease in
          its sole discretion.

     G.   Notices  All  notices,  reports,  maps,  plats  and  information  of a
          geological,  geophysical, land or technical nature to be furnished CRC
          hereunder  will  be  directed  to  the  attention  of  Howard  Crosby,
          President, at the address given above.

          All payments and fundings due to LCG by CRC hereunder shall be payable
          at the offices of LCG in Houston, Harris County, Texas, not later than
          ten (10) days following receipt by CRC of an invoice therefore.

     H.   Relationship of the Parties:  Except as provided  herein,  each of the
          parties  hereto  shall  be  separately   responsible  for  all  costs,
          obligations or liabilities  arising out of related to the carrying out
          of its respected  services and duties under this agreement and nothing
          herein  contained  shall be  construed  as  creating  any  partnership
          between the parties.

          It is  understood  that the services to be performed  hereunder by LCG
          are to be  performed  by him  personally  and he may not  transfer  to
          others his obligation to perform such services  without the consent in
          advance of CRC.  If the above  correctly  sets out our  understanding,
          please  indicate  by  signing  and  returning  one  (1)  copy  of this
          agreement  to the address  given  above  within ten (10) days from the
          date  hereof.  This  agreement is  effective  August 1, 2003,  whether
          executed before or after such date.

                                         Yours very truly,

                                         /s/ Lucius C. Geer
                                         --------------------------------
                                         Lucius C. Geer


ACCEPTED AND AGREED TO THIS
    DAY OF AUGUST, 2003

CADENCE RESOURCE CORPORATION

By  /s/ John Ryan
    --------------------------------
    John Ryan, Vice President








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