Filed by Automated Filing Services Inc. (604) 609-0244 - Canyon Copper Corp - Exhibit 10.2






THIRD AMENDMENT TO LOAN AGREEMENT

This Third Amendment to the Loan Agreement dated September 11,
2006, as amended on November 27, 2006 and April 11, 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 30th day of November, 2007 (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 January 11, 2009 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 January 11, 2009; 

	  	
	  	
      (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 January 11, 2009.” 

	  	
	  	
      (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
      January 11, 2009, 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.

	  	
	3. 	
      No Other Modification. The parties confirm that
      the terms, covenants and conditions of the Assignment Agreement remain
      unchanged and in full force and effect, except as modified by this
      Agreement. 







2

	4. 	
      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.

	 	 
	5. 	
      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.

	 	 
	6. 	
      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/ Dr. Werner
      Keicher 	 
	Dr. Werner Keicher 	 






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: 	September 11, 2006 
	 	 
	PLACE OF EXECUTION: 	Vancouver, BC, Canada 


FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on January 11, 2009, the principal sum of
$250,000 (U.S.), together with interest thereon at the rate of 8% per annum,
both before and after maturity from the date hereof.

The Lender may at its option, at any time prior to January 11,
2009, 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 30th day of November, 2007.

CANYON COPPER CORP. 
by its authorized signatory:

________________________________