Exhibit 10.1

                               Amendment Agreement

In relation to the Unincorporated Association Contract ("the Contract") executed
by and between Minera Santa Rita S. de R. L. de C.V. ("MSR"), represented by
Jack Veeder Everett and Roger Austin Newell, on one hand, as the active partner,
and Grupo Minero FG S.A. de C.V. ("FG"), represented by Samuel Fraijo Flores, on
the other hand, as the silent partner, on February 23 (twenty three) 2002 (two
thousand and two), in regards to the development of the "El Chanate" project
("the Project"), comprising certain mining lots, covered by concessions owned or
held by Oro de Altar S.A. de C.V., located in the Municipality of Altar, Sonora,
MSR and FG agree as follows:

      1.    Phase I of the Project was satisfactorily completed. Therefore, FG
            earned a 31% (thirty-one percent) interest in the Project, which is
            reduced to a 30% (thirty percent) interest by mutual agreement of
            the Participants pursuant to this covenant.

      2.    The date of completion of Phase II of the Project is modified, so
            that it shall be considered automatically completed (i) on the day
            on which MSR or any Affiliate of MSR receives from Royal Gold Inc.
            or any other lender ("the Lender") the first delivery of funds
            resulting from the financing or loan agreement or agreements (the
            "Loan Agreement") presently being discussed or subsequently agreed
            to between MSR or any Affiliate of MSR and the Lender or (ii) on the
            business day following the day on which the Lender communicates MSR
            that it will not finance the Project, whichever occurs first.

            MSR's and FG's payments associated with Phase II shall be governed
            by the first, second, penultimate, and last paragraphs of subsection
            (T) of Clause 7 (seven) of the Contract, as amended by Clause 15
            (fifteen) of this Amendment Agreement.

      3.    There shall be no Phase III in the Project's execution.
            Consequently, all references in the Contract to "the Project's five
            stages" or Phase III of the Project shall be deemed as non-existing.
            The equipment and machinery required for the execution of Phase V of
            the Project shall be acquired or leased with financed resources or
            with Additional Contributions of the Participants.

      4.    Phase IV of the Project shall automatically initiate on the day
            immediately following the date on which MSR receives from the Lender
            the first delivery of funds resulting from the Loan Agreement.

      5.    Phase V of the Project shall initiate from the date an Optimal Level
            of Production is achieved. Prior the beginning of Phase V, FG and
            MSR shall determine which shall be the Optimal Level of Production.

      6.    At the execution hereof, FG has not delivered to MSR the approximate
            amount of US$106,401 (one hundred six thousand four hundred one
            dollars of the United States of America) for its proportional
            contribution for the execution of the extended Phase II of the
            Project. MSR (i) , in relation to the specific omission mentioned in
            the first five lines of this Clause, irrevocably waives its right to
            dilute FG'S participation in the Project, which is referred to in
            Clauses 3 (three) subsection (B), 8 (eight) and others of the

<PAGE>

Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 2

            Contract; (ii) irrevocably releases FG of its obligation of
            contributing the sum stated in this Clause; (iii) irrevocably
            releases FG of its obligation to transfer to MSR the ownership and
            possession of the Equipment, as set forth in Clause 3 (three)
            subsection (C) of the Contract; (iv) irrevocably waives the right to
            purchase FG'S 30% (thirty percent) interest in the Project, which
            right is stated in subsection (F) of Clause 4 (four) of the Contract
            and which is exercisable by virtue of FG's failure to deliver to MSR
            the amount set out in the first five lines of this Clause; (v)
            irrevocably waives its right that FG pay 50% (fifty percent) of the
            amount referred to in Clause 18 (eighteen) hereof and accepts that
            FG pay only 30% (thirty percent) of said sum; and (vi) irrevocably
            accepts to suppress, and therefore, to deprive subsection (F) of
            Clause 4 (four) of the Contract of all legal effects.

      7.    In exchange for MSR's waivers, releases and acceptances and the
            suppression which are provided in the immediately foregoing Clause,
            FG irrevocably waives (i) its additional 1% (one percent) interest
            in the Project, which corresponds to it pursuant to the fourth
            paragraph of Clause 4 (four) subsection (A) of the Contract; (ii)
            the right to pay to MSR the sum stated in the first paragraph of
            subsection (B) of Clause 4 (four) of the Contract and therefore, the
            right to receive an additional 2% (two percent) interest in the
            Project, as set forth in the second paragraph of subsection (B) of
            Clause 4 (four) of the Contract; (iii) the right to make the Fourth
            Contribution set forth in Clause 3 (three) subsection (C) of the
            Contract; and therefore, the right to receive an additional 4% (four
            percent) interest in the Project, as set forth in subsection (C) of
            Clause 4 (four) of the Contract; (iv) the right to receive an
            additional 3% (three percent) interest in the Project, as set forth
            in subsection (D) of Clause 4 (four) of the Contract; and (v) the
            right to receive an additional 5% (five percent) interest in the
            Project, as set forth in subsection (E) of Clause 4 (four) of the
            Contract. FG's waivers made in this Clause 7 (seven), do not
            constitute a deprivation of its interest in the Project as regards
            the purposes of Clause 15 (fifteen) subsection (A) of the Contract,
            since they have been made unanimously, without defects in will and
            consent by the Participants and since FG has been fairly compensated
            therefor through the benefits specified in Clause 6 (six) hereof.

      8.    Consequently of what has been stipulated herein, FG's participation
            in the Project is presently set at 30% (thirty percent) and MSR's
            participation in the Project is presently set at 70% (seventy
            percent), both subject to all the remaining stipulations stated
            herein and in the Contract.

      9.    In compliance of what has been accepted by MSR in Clause 6 (six)
            subsection (vi) hereof, subsection (F) of Clause 4 (four) of the
            Contract is suppressed and deprived of all legal effects.

      10.   Subsection (C) of Clause 5 (five) of the Contract is amended, to be
            worded and to bind the Participants as follows:


                                      -2-
<PAGE>

Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 3

                  (C) If the financing that is the subject matter of this Clause
                  is not obtained at the latest on March the 31st (thirty-first)
                  of 2004 (two thousand and four), the Project shall dissolve as
                  provided in Clause 14 (fourteen) Section (A)(8), or else the
                  Project shall be carried out with Additional Contributions, as
                  defined in this contract.

      11.   Subsection (B) of Clause 6 (six) of the Contract is amended, to be
            worded and to bind the Participants as follows:

                  (B) Santa Rita shall execute the Project's phases, and, in
                  general, shall operate the mine, as active partner, subject to
                  this contract and the Loan Agreement.

      12.   In order to comply with what may be agreed in the Loan Agreement, a
            Person designated by the Lender may form part of and partake in the
            Technical Committee's meetings, subject to what has been agreed in
            the Contract.

      13.   References to "Equipment Effectively Contributed" in Clauses 3
            (three) subsection (C), 6 (six) subsections (I) and (J) and others
            in the Contract shall be deemed suppressed and, consequently,
            without any legal effects and shall not be binding.

      14.   Subsection (J) of Clause 7 (seven) of the Contract is amended, to be
            worded and bind the Participants as follows:

                  (J) Prior to the distribution of profits to the Participants,
                  Santa Rita shall perform the obligations Chanate acquired in
                  relation to the Stock Purchase Option Agreement described in
                  subsection (D) of Clause 10 (ten) of this contract and those
                  which it shall acquire through the Loan Agreement.

      15.   Subsection (T) of Clause 7 (seven) of the Contract, shall be worded
            and bind the Participants as follows:

            (T) The budget for expenses and investments (before and hereinafter
            "the Budget for the Period") can be annual or for a lesser period,
            as resolved by the Meeting of Participants. Santa Rita shall deliver
            or send to FG a draft Budget for the Period, at least 15 (fifteen)
            calendar days before the date on which it shall be discussed and
            approved. The Project shall not pay charges of the Participants'
            shareholders other than those agreed herein or other than those
            expressly and previously authorized by the Meeting of Participants.

            Unless otherwise resolved by the Meeting of Participants, from the
            date of this Amendment Agreement and until the beginning of Phase IV
            of the Project, the Participants shall make their contributions in
            cash or in works or services, at their respective election,
            proportionally to their respective participations in the Project, in
            order to pay expenses and costs included in any Budget for the
            Period approved by the Meeting of Participants pursuant to this
            contract or to pay expenses and costs incurred or to be


                                      -3-
<PAGE>

Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 4

            incurred in excess of what has been budgeted in the Budget for the
            Period approved by the Meeting of Participants.

            Unless otherwise resolved by the Meeting of Participants, from the
            beginning of Phase IV of the Project and until the beginning of
            Phase V of the Project, FG shall pay only in cash 30% (thirty
            percent) of all budgeted and approved expenditures and costs and 30%
            (thirty percent) of all approved expenditures and costs incurred in
            excess of those budgeted if those expenditures and costs cannot be
            covered with money borrowed from the Lender. MSR shall pay only in
            cash the 70% (seventy percent) of all the said expenditures and
            costs.

            Unless otherwise resolved by the Meeting of Participants, from the
            beginning of Phase V of the Project, FG shall pay only in cash 30%
            (thirty percent) of all budgeted and approved expenditures and costs
            and 30% (thirty percent) of all approved expenditures and costs
            incurred in excess of those budgeted if those expenditures and costs
            cannot be covered with income generated in the operation of the
            mine. MSR shall pay only in cash the 70% (seventy percent) of all
            the said expenditures and costs.

            Contributions that must be made in cash and that were not made
            within the term agreed to in any Budget for the Period or, if such a
            term was not agreed to in any Budget for the Period, within a 30
            (thirty) calendar day term following the date on which they should
            have been made pursuant to a resolution of the Meeting of
            Participants, shall automatically dilute the Waiving Participants'
            interest in the Project. Contributions that must be made in work or
            services and that were not made within the term agreed to in any
            Budget for the Period or, if such a term was not agreed to in any
            Budget for the Period, within a 30 (thirty) calendar day term
            following the date on which they should have been carried out or
            rendered pursuant to a resolution of the Meeting of Participants,
            shall accrue an annual conventional interest on delayed payments at
            the LIBOR rate plus 5.45 (five point forty five) percentile points
            that shall inure to the benefit of the Participant that has
            contributed instead of the defaulting Participant. The amount not
            contributed for purposes of the dilution of interests or shares in
            the Project set forth in Clause 8 (eight) of this contract, shall be
            added to the interest generated pursuant hereto. The Participants'
            interest dilution provisions contained in this contract shall bind
            the parties during Phases II, IV, and V and for the duration of the
            same.

            Santa Rita shall give FG a right of first refusal to carry out the
            works and to render the services which FG may elect to carry out and
            render pursuant to this Contract, and Santa Rita shall give the
            contract or contracts to FG if FG's proposal at least matches the
            best bid among the bids received from other bidders in terms of
            price, time, and quality. The construction of those works and the
            rendering of those services shall not turn FG into a labor or
            service partner of the Project.


                                      -4-
<PAGE>

Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 5

      16.   The last sentence of subsection (B) of Clause 8 (eight) of the
            Contract, shall be worded and bind the Participants as follows:

                        The interest of the Waiving Participant in the Project
                        shall be deemed diluted in a percentage equal to the
                        percentage that on each occasion corresponds to the sum
                        that it failed to contribute in relation to the sum
                        total which in the same occasion was contributed by the
                        non-waiving Participant.

      17.   Subsection (D) of Clause 8 (eight) of the Contract, all references
            to "Make-Up Amount" (in singular or in plural) in the Contract, and
            all provisions of the Contract giving the Waiving Participant the
            right to reacquire the interest share that it has lost as a
            consequence of a dilution are hereby suppressed, removed, and
            deprived of all legal effects. As a consequence of that suppression,
            removal, and deprivation of legal effects, the Waiving Participant
            shall not be entitled to reacquire the interest share that it has
            lost as a consequence of a dilution.

      18.   FG shall pay 30% (thirty percent) of the US$36,165 (thirty six
            thousand one hundred sixty five dollars of the United States of
            America) which Capital Gold Corporation ("CGC") lent or transferred
            to MSR in order that MSR pay the corresponding items for the
            execution of Phase II of the Project, in accordance with CGC invoice
            number 139-H32 (one hundred thirty-nine, dash, letter "H", thirty
            two), known and approved by FG. FG shall make said payment in cash
            to MSR, so that the latter may remit it to CGC, within 15 (fifteen)
            calendar days following the date of execution and delivery hereof.
            FG's failure to pay to MSR the amount provided in this Clause as and
            when agreed herein shall cause FG's interest in the Project to be
            automatically diluted pursuant to last sentence of subsection (B) of
            Clause 8 (eight) of the Contract, as amended by Clause 16 (sixteen)
            hereof.

            Nothing of what has been stipulated in this and other Clauses of
            this Amendment Agreement makes CGC a Participant in the Project or a
            party to the Contract or a party to this Amendment Agreement.

            The US$36,165 (thirty six thousand one hundred sixty five dollars of
            the United States of America) mentioned in this Clause 18 (eighteen)
            were spent by MSR with FG's approval beyond the approved budget for
            Phase II.

      19.   The words beginning with capital letters herein, shall have the
            meaning attributed to them in the Contract or herein. "Meeting of
            the Participants" in this agreement and in the clauses of the
            Contract amended by the same means the meeting that is provided in
            Clause 7 (seven) of the Contract and that is mentioned as the
            "Participants' meeting" or with an equivalent expression in that
            Clause (seven) and in other clauses of the Contract.


                                      -5-
<PAGE>

Minera Santa Rita S. de R.L. de C.V. and
Grupo Minero FG S.A. de C.V.
Amendment Agreement
January 7, 2004
Page 6

            "Affiliate" and "Subsidiary" in this agreement respectively mean the
            same as "affiliate" and "subsidiary" pursuant to Subsection (B) of
            Clause 2 (two) of the Contract.

      20.   This Amendment Agreement does not constitute a novation to, nor
            supersede, or substitute the Contract. It solely modifies said
            Contract, pursuant to the specific terms stipulated herein.

      21.   All other Clauses of the Contract shall remain in full force,
            subject to what has been agreed herein and, therefore, bind and
            authorize the parties pursuant to their specific terms.

      22.   If this Amendment Agreement is executed in the English and Spanish
            languages, the Spanish language version shall prevail in case of
            discrepancy.

      23.   This Amendment Agreement was not negotiated nor executed under undue
            influence, or determination of fraud, bad faith, violence,
            illegality, lesion, error, reverential fear or disability, or any
            other defect in will or consent.

Being well-informed of the legal scope and content hereof, the parties execute
it in full agreement and make it binding in all legal respects, in a sole
document or in counterparts, each of which shall be deemed an original and shall
be equally valid, on January 7 (seven), 2004 (two thousand and four).

                        For Grupo Minero FG S.A. de C.V.

                            ------------------------
                              Samuel Fraijo Flores,
                               Sole Administrator


                    For Minera Santa Rita S. de R. L. de C.V.

                        ---------------------------------
                   Jack Veeder Everett and Roger Austin Newell

Legal Representatives


------------------------                ----------------------------
Daniel Gutierrez Cibrian                Victor Manuel Juvera Gaxiola
       Witness                                   Witness


                                      -6-