Exhibit 10.4


                                    AGREEMENT

     This  Agreement is made  effective as of September  30, 2003,  by and among
Nathan A. Low  ("Low"),  Sunrise  Securities  Corporation  ("Sunrise"),  Cadence
Resources  Corporation  Limited  Partnership  (the  "Partnership")  and  Cadence
Resources Corporation ("Cadence").

                                   RECITATIONS

1.   On August 8, 2002,  Cadence and Low formed the Partnership  with Cadence as
     the sole general partner and Low as the sole limited partner.

2.   Cadence  contributed,  partly in kind and  partly in cash,  $12,500  to the
     Partnership as consideration for its general  partnership  interest and Low
     contributed $250,000 in consideration for his limited partnership interest.
     Cadence also agreed to grant Low a security  interest in the  equipment and
     fixtures affixed to wells 1A and 1B in Wilbarger and Cadence's share of the
     cash flows it received from these two wells.

3.   Cadence,  the Partnership,  Sunrise,  an entity  controlled by Low, Low and
     Low's assigns are parties to the Side Letter  Agreement of Certain Terms of
     Limited  Partnership  Drawdown Facility dated August 1, 2002 (the "Drawdown
     Facility"),  which was a $20 million funding agreement  intended to provide
     equity  investments  in  the  Partnership.  In  partial  consideration  for
     entering into the Drawdown Facility, Low was given a right of first refusal
     to  provide   funding  for  any  drilling   project   contemplated  by  the
     Partnership.

4.   Effective  December 1, 2002,  Cadence granted a 5% working  interest in its
     West Electra Lake #1 well (the "#1 Well") to Low.

5.   In June 2003, Low advanced  $300,000 to Cadence  pursuant to the Additional
     Contribution  to  Limited   Partnership   Agreement   among  Cadence,   the
     Partnership  and Low  dated  June 20,  2003 (the  "Additional  Contribution
     Agreement"),  to explore  natural gas  interests  in the Black Bean Unit in
     Michigan (the "Black Bean Unit") in exchange for 120,000  shares of Cadence
     common stock and a working interest in each of Cadence's wells in the Black
     Bean Unit drilled using the $300,000 (the "Black Bean Unit Wells"). In this
     Agreement,  the term  "Black  Bean Unit  Wells" is used to mean only  those
     wells in the Black Bean Unit that were drilled  prior to September 30, 2003
     using the  $300,000  advanced  by Low and no other or  future  wells in the
     Black Bean Unit.  The working  interest to be granted under the  Additional
     Contribution  Agreement is a 2.25% working  interest  until  "unitized well
     payout,"  the  point  at  which  the  Partnership   receives  100%  of  its
     contribution  back in the  form of  revenues  from  the  well  unit.  After
     unitized  well  payout,  Low's  working  interest  in these  wells is to be
     reduced to a 2.00% working interest.

6.   Cadence has repaid Low the  $300,000  advance and has paid Low $250,000 for
     his limited partnership interest in the Partnership.


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                                    AGREEMENT

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  and on the terms and subject to
the conditions set forth herein, the parties agree as follows:

                                   Article I

                                   Conveyance

     1.1 Low hereby conveys to Cadence his limited  partnership  interest in the
Partnership  free and clear of all liens,  claims and  encumbrances  and Cadence
shall be the  successor  to Low with respect to all of Low's rights as a limited
partner.

     1.2 Low acknowledges and agrees that Cadence, upon conveyance, as holder of
all of the general  partnership  rights and  interests  and limited  partnership
rights and interests in the  Partnership,  Cadence may, in its sole  discretion,
dissolve the Partnership and liquidate its assets. Low further  acknowledges and
agrees  that  he has no  rights  to any  assets  now or  heretofore  held by the
Partnership or by Cadence on behalf of the Partnership or any distributions from
the  Partnership  either on the date  hereof,  at any time prior  hereto or upon
winding up and liquidation of the Partnership.

     1.3 Low hereby conveys to Cadence all of his rights,  title and interest in
and to any working interests in the #1 Well free and clear of any and all claims
and encumbrances created by him.

     1.4 Low,  Cadence  and the  Partnership  hereby  terminate  the  Additional
Contribution  Agreement  effective as of September 30, 2003 based upon repayment
to Low by Cadence of his $300,000 advance.  Cadence hereby agrees to execute and
record an  instrument  of  conveyance  to Low  conveying to him a 2.00%  working
interest in the Black Bean Unit Wells.  The reduction of Low's working  interest
in all of the Black  Bean Unit  Wells  from  2.25% to 2.00% is  effective  as of
September 30, 2003.

     1.5 Cadence, the Partnership, Sunrise and Low hereby terminate the Drawdown
Facility  effective as of September 30, 2003.  The  termination  of the Drawdown
Facility  terminates  the right of first refusal  granted  therein.  The parties
hereto agree that neither Low nor Sunrise is to have a security  interest in any
assets of Cadence or the Partnership  after September 30, 2003 and to the extent
that Low or Sunrise hold any such  security  interests,  Low agrees to terminate
all such security  interests and to release Cadence and the Partnership from any
and all obligations set forth in the Drawdown Facility.

                                   Article II

                         Representations and Warranties

     2.1 Low has all requisite  power and  authority to execute,  deliver and be
bound by this  Agreement  on his own behalf and on behalf of his  assigns and to
consummate the transactions contemplated hereby.

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     2.2 Sunrise has all requisite  power and authority to execute,  deliver and
be bound by this Agreement.

     2.3  Low  hereby  represents  and  warrants  that  he has  not  pledged  or
encumbered his working interest in the #1 Well or the Black Bean Unit Wells.

     2.4 Cadence has all requisite  power and authority to execute,  deliver and
be bound by this  Agreement  on its own  behalf and in its  capacity  as general
partner of the Partnership.

                                  Article III

                                  Miscellaneous

     3.1 Entire  Agreement.  This Agreement  supersedes all prior agreements and
understandings relating to the subject matter hereof.

     3.2 Costs,  Expenses  and Legal Fees.  Each party hereto shall bear its own
costs and expenses (including  attorneys' fees) of preparation,  negotiation and
consummation of this Agreement and the transactions contemplated hereby.

     3.3  Severability.  If any  provision  of  this  Agreement  is  held  to be
unenforceable  under  present or future laws  effective  during the term hereof,
such provision  shall be fully  severable and this Agreement  shall be construed
and enforced as if such  unenforceable  provision never comprised a part hereof;
and the  remaining  provisions  hereof shall remain in full force and effect and
shall not be affected by the unenforceable  provision.  Furthermore,  in lieu of
such unenforceable provision, there shall be added automatically as part of this
Agreement,  a provision as similar in its terms to such unenforceable  provision
as may be possible and be legal, valid and enforceable.

     3.4  Survival  of  Representations  and  Warranties.   Notwithstanding  any
investigation by any party hereto, the  representations and warranties and other
agreements  contained  herein  shall  survive  the for a period of six  calendar
months following the date of this Agreement.

     3.5 Governing  Law. This  Agreement and the rights and  obligations  of the
parties hereto shall be governed,  construed and enforced in accordance with the
laws of the State of Texas.

     3.6  Amendment.  This  Agreement  may be amended only by an  instrument  in
writing  executed by the party  against  which  enforcement  of the amendment is
sought.

     3.7  Assignment.  Neither this Agreement nor any right created hereby shall
be assignable by any party hereto.

     3.8 Further  Assurances.  Each party  covenants  that at any time, and from
time  to  time  prior  to  and  after  the   consummation  of  the  transactions
contemplated by this Agreement,  it will execute such additional instruments and
take such actions as may be reasonably requested by the other parties to confirm
or perfect or otherwise to carry out the intent and purposes of this Agreement.


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<PAGE>

     3.9 Dissolution of Partnership. Low and Sunrise recognize that at some time
after the consummation of the transactions  contemplated by this Agreement,  the
Partnership  will  dissolve  and  wind  up  its  operations  (collectively,  the
"Dissolution").  Low  and  Sunrise  acknowledges  that  the  Dissolution  of the
Partnership  shall not cause a breach of the covenant set for the in Section 3.8
hereof.

     3.10 Notice.  Any notice or  communication  must be in writing and given by
depositing  the same in the United  States  mail,  addressed  to the party to be
notified,  postage  prepaid and  registered  or  certified  with return  receipt
requested, by delivering the same by telecopy, in person or electronically. Such
notice  shall be  deemed  received  on the  date on which it is  hand-delivered,
confirmation  of delivery is received,  on the third  business day following the
date on  which  it is so  mailed  or on the  date  on  which  it is  transmitted
electronically. For purposes of notice, the addresses of the parties shall be:

             If to Cadence:            1519 Main Street, #189
                                       Hilton Head Island, South Carolina  29926
                                       Attention: John P. Ryan
                                       Telecopier: (843) 682-2024
                                       Silver4262@aol.com

             If to Low or Sunrise:     Sunrise Securities Corporation
                                       641 Lexington Avenue, 25th Floor
                                       New York, New York  10022
                                       Attention: Nathan A. Low
                                       Telecopier: (212) 750-7277
                                       Nathan@sunrisecorp.com

     Any party may change his or its address for notice by written  notice given
to the other parties.

                            (Signature page follows)









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<PAGE>



     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day
and year first written above.

                          CADENCE RESOURCES CORPORATION


                          By: /s/ John P. Ryan
                              --------------------------------------------------
                              John P. Ryan
                              Executive Vice President



                          CADENCE RESOURCES CORPORATION LIMITED PARTNERSHIP

                          By Cadence Resources Corporation
                          Its Limited Partner

                              By:  /s/ John P. Ryan
                                   ---------------------------------------------
                                   John P. Ryan
                                   Executive Vice President


                          SUNRISE SECURITIES CORPORATION


                          By: /s/ Nathan A. Low
                              --------------------------------------------------
                              Nathan A. Low
                              President



                              /s/ Nathan A. Low
                              --------------------------------------------------
                              NATHAN A. LOW