Exhibit 10.2


 


AMENDED AND RESTATED MATERIAL SUPPLY
AGREEMENT


 


THIS AMENDED AND RESTATED
MATERIAL SUPPLY AGREEMENT (hereinafter the “Amended Material Supply Agreement”) is made and entered into as of
this 3rd day of March, 2014, by and between Can-Cal Resources, Ltd., a Nevada corporation, as supplier (hereinafter
referred to as “Can-Cal”) and Candeo Lava Products Inc., an Alberta corporation, as customer, (hereinafter
referred to as “Candeo”) and amends, replaces and supersedes that Material Supply Agreement made and entered into
as of the 9th day of April, 2013 between Can-Cal and Candeo (the “Original Material Supply
Agreement”).


 


W I T N E S S E T H:


 


WHEREAS, Can-Cal is the owner of that certain
property situated 45 miles east of the city of Barstow, CA, containing 120 acres, more or less, which property, including all Material
(as defined herein) situated therein, thereon and thereunder and all improvements thereon and appurtenances thereto, is hereinafter
referred to as the “Property” and is more fully described on Exhibit A, attached hereto;


 


WHEREAS, Candeo desires to enter this Amended
Material Supply Agreement for the supply of Material from Can-Cal;


 


NOW, THEREFORE, in consideration of ten
dollars ($10.00) in hand paid to Can-Cal, the receipt and sufficiency of which are hereby acknowledged, and further in consideration
of the covenants hereinafter set forth, Can-Cal and Candeo agree as follows:


 


1.REMOVAL OF MATERIAL.
Can-Cal does hereby agree to allow Candeo to remove Material during the Term and upon the covenants and conditions set forth in
this Material Supply Agreement for the purposes of subsequent sale by Candeo for use in earth mineralization, both organic and
inorganic, for rural and urban distribution in various industry sectors, including but not limited to construction, gardening,
lawns and fields, agriculture and other uses to be determined by Candeo in accordance with market demand. Notwithstanding the foregoing,
Candeo agrees that it shall not attempt to extract or cause to have extracted precious metals from Material or otherwise receive
compensation, directly or indirectly, from the sale or use of Material for precious metal purposes. The parties agree that the
anticipated removal of Material will not commence until the second year of the initial Term. Candeo hereby agrees that it will
provide three (3) months prior written notice to Can-Cal of the commencement of the operations on the Property, which notice will
state the anticipated amount of Material to be removed, the period of time during which the removal will occur and the means that
will be used to effect such removal.


 


2.DEFINITIONS. The following words and
terms wherever used in this Material Supply Agreement are defined as follows:


 


“Environmental
Laws” means all federal, state, county, territorial, regional, municipal and local laws, statutes, ordinances, codes, rules
and regulations related to protection of the environment or the handling, use, generation, treatment, storage, transportation or
disposal of Hazardous Materials.


 


“Hazardous Materials”
means any hazardous or toxic substance, material or waste that is regulated by any federal, state, county, territorial, regional,
municipal or local governmental authority under any Environmental Law now or hereafter effective, including, without limitation,
any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance
or waste, or any constituent of any such substance or waste.


 


“Material”
means the volcanic lava or cinders on the Property, but specifically excludes the Ore;


 


“Ore” means
the gravel, rock, sediments, and other materials currently stockpiled on the Property, at the location as shown on the mining map
attached hereto;


 


“Net Sales Margins”
means the actual gross sale revenue of Material made by Candeo or its assignee or assignees to third party purchasers, less (a)
all reasonable direct costs, fees and expenses of such sales, (b) all sales, use, and other similar taxes paid or payable in connection
with the particular transaction involved and not reimbursed or reimbursable by the purchaser, and (c) amounts credited or refunded
to the purchaser for returned or defective goods.


 


“Term” shall mean the initial
term of this Material Supply Agreement and any extension and renewal thereof.


 




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3. RIGHTS OF CANDEO.
Can-Cal grants unto Candeo the following rights and privileges with respect to Material:


 


(a) The exclusive right
and privilege during the Term to remove an initial amount of up to 1,000,000 tons (the “Initial Amount”) of Material
from the Property, in such manner as Candeo, in its sole discretion but in compliance with all Environmental Laws, deems advisable;


 


(b) Provided that Candeo
has removed the Initial Amount during the Primary Term, Candeo shall have the exclusive right and privilege during the Term to
remove additional incremental amounts (the “Additional Amounts”) of 1,000,000 tons each of Material from the Property,
on the basis that once Candeo has removed the first Additional Amount of Material from the Property, it shall automatically have
the right to remove a second Additional Amount of Material from the Property, and so on, such that it shall have the continuing
right to remove further Additional Amounts as long as it removes its then current Additional Amount of Material from the property,
all in such manner as Candeo, in its sole discretion but in compliance with all Environmental Laws, deems advisable;


 


(c) The non-exclusive
right to use and affect the surface of the Property, as may be necessary or incidental to the exercise of the rights herein granted;


 


(d) The non-exclusive
right, to construct, assemble, erect, use, maintain, improve, repair, replace, rebuild, remove and relocate in or upon the Property
such machinery, equipment, and such other improvements and services, including roads, inclines, drifts, entry ways, or conveyors,
as may be necessary or incidental to the removal of Material and the subsequent sale of Material;  


 


(e) The non-exclusive
right to use, subject to applicable laws, rules and regulations and in compliance with all Environmental Laws, any surface or ground
water situated within or upon the Property in connection with Candeo's operations hereunder; provided, however, that Candeo shall
not take water from Can-Cal's existing wells, tanks or surface reservoirs without the written consent of Can-Cal, which consent
shall not be unreasonably withheld;


 


(f) All other rights
and privileges which are necessary to Candeo in the exercise of any or all of the rights hereinabove set forth which are not in
conflict with Can-Cal’s rights under this Material Supply Agreement or with applicable state, federal or local laws, ordinances
and regulations including, without limitation, all Environmental Laws; and


 


(g) The exclusive right
of Candeo to require Can-Cal to mine any or all of the Material that is the subject hereof for and on behalf of Candeo (and as
Candeo shall direct from time to time) and to remove and deliver such mined Material to Candeo F.O.B. at a point on the exterior
boundary of the Property to be determined by Candeo; provided that Candeo shall pay to Can-Cal all of Can-Cal’s reasonable
costs and expenses in conducting such mining and removal operations plus a fee of 15% of such reasonable costs and expenses; and
further provided that in conducting any such mining and removal operations on behalf of Candeo, Can-Cal shall observe all applicable
state, federal or local laws, ordinances and regulations including, without limitation, all Environmental Laws.


 


4. TERM. The Term of
this Amended Material Supply Agreement shall commence on the date of this Amended Material Supply Agreement, as first set forth
above and shall, subject to Candeo's right to terminate as set forth in Paragraph 16 below, and to Can-Cal's right to terminate
as set forth in Paragraph 17 below, continue for an initial period of twenty (20) years from said date (the “Primary Term”),
unless extended pursuant to the terms hereof. Candeo shall have the option to extend the Term of this Amended Material Supply Agreement
for up an additional thirty (30) years exercisable at any time with no less than three (3) months written notice prior to the expiry
of the Primary Term, provided that Candeo is not in default under any of the provisions of this Amended Material Supply Agreement
and that the whole of the Initial Amount of Material of 1,000,000 tons of Material has been completely removed from the Property
prior to the end of the Primary Term.


 


5. DAMAGES. Candeo
shall pay Can-Cal reasonable compensation for any damages to fences, existing structures or other tangible improvements, timber,
crops or livestock resulting from Candeo's removal of Material, but Candeo shall not be liable for consequential, special or incidental
damages such as, but not limited to, loss of opportunity or loss of future profits.


 


6. PRODUCTION PAYMENT.
The price that Candeo shall pay to Can-Cal per ton of Material (“Production Payment”) removed by Candeo (or its assign
or assigns) from the Property shall be equal to the greater of:


 


(i) fifteen US dollars (US$15.00)
per ton; and


 


(ii) the Net Sales Margins per
ton removed from the Property by Candeo (or its assign or assigns) realized as follows:


 


		(a)	during the first year of mining, 35% of the Net Sales Margins; and



 


		(b)	thereafter, 50% of the Net Sales Margins.



 




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Candeo (or its assign or assigns) shall
pay such Production Payment to Can-Cal from time to time no later than 120 days after the subject Material has been removed from
the Property.


 


7. PRE-PURCHASE OF
MATERIAL. Candeo will purchase a minimum of ten thousand (10,000) tons of Material during each of the first three years of the
Term, all at a purchase price of fifteen US dollars (US$15.00) per ton, for a total payment of one hundred and fifty thousand US
dollars (US$150,000) per year in each of the first three years of the Term (the “Pre-Purchased Payments”), with credit
being given by Can-Cal to Candeo for all prepaid tons of Material that have already been purchased and paid for to date under the
Original Material Supply Agreement against the purchase of Material during the first year of the Term of this Amended Material
Supply Agreement.. As at the date of this Amended Material Supply Agreement, Can-Cal acknowledges having received the amount of
USD$64,750 as Pre-Purchased Payments. The Pre-Purchased Material shall remain on the Property until Candeo commences its production
operations (or engages Can-Cal to mine and remove material on Candeo’s behalf, as contemplated in Paragraph 3 hereof), which
will be subject to all necessary regulatory and other approvals required to remove Material from the Property, such as permits,
certified weigh scale, productions plan, environmental reclamation plan (if applicable) and insurance all of which shall be the
responsibility and at the sole cost of Candeo. The Pre-Purchased Payments will not be refundable to Candeo but shall be credited
against the first Production Payment(s) of Material hereunder.


 


8. BOOKS AND RECORDS:
INSPECTION


 


(a) Candeo shall keep
books and records necessary to document the quantity of Material removed from the Property and the Net Sales Margins.  


 


(b) Candeo shall install
and maintain a bucket scale or truck scale to weigh all Material removed immediately prior to its removal from the Property. Candeo
shall weigh all Material removed from the Property by use of such bucket scale or truck scale to determine and record the weight
of all Material that has been removed from the Property. Scale tickets or other automatic means shall be used to record the weight
of all such Material.


 


(c) For the purpose
of permitting verification by Can-Cal of any amounts due hereunder, Candeo will keep and preserve supporting documentation and
records which shall disclose in reasonable detail all information required to permit Can-Cal to verify the Production Payment calculations
under this Amended Material Supply Agreement. Upon reasonable advance notice to Candeo, Can-Cal or its agents shall have the right,
during Candeo’s regular business hours, to examine or audit such supporting documentation and records. Candeo shall retain
such supporting documentation and records for a period of one (1) year following the termination or expiration of this Amended
Material Supply Agreement.


 


(d) On or before the
25th day of the month following commencement of operations by Candeo and for each full month of this Amended Material
Supply Agreement, Candeo shall forward to Can-Cal, at the address herein given or at such other place or places as Can-Cal shall
from time to time designate in writing, monthly reports indicating thereof the quantity of Material removed from the Property during
the previous month, the Net Sales Margins, as well as a computation of the Production Payment due thereon. Payment of the Production
Payment shall be made in accordance with Paragraph 6 hereof.


 


(e) In the event that
Can-Cal and Candeo cannot agree as to the accuracy of the calculation of the Production Payment, then either party may refer the
matter to arbitration under Paragraph 19 hereof.


 


9. PERFORMANCE OBLIGATIONS


 


(a) Operations and
Reclamation. Candeo shall conduct its operations on the Property in a careful and workmanlike manner and in compliance with all
applicable laws, ordinances and regulations of all governmental authorities having jurisdiction over the Property or Candeo's operations
including, without limitation, all Environmental Laws.


 


(b) Pledge Not to Compete.
Candeo and Cal-Cal shall not, and each shall cause its affiliates and associates to not, conduct its business in a manner which
is in competition with the other parties business.


 




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10. TAXES AND UTILITIES.


 


(a) Candeo shall pay
prior to delinquency all personal property taxes applicable to Candeo’s personal property, fixtures, furnishing and equipment
located on the Property, as well as all production or severance taxes computed or based upon removal by Candeo of Material from
the Property. If Candeo shall in good faith desire to contest the validity or amount of any tax, assessment, levy, or other governmental
charge herein agreed to be paid by Candeo, Candeo shall be permitted to do so, and to defer payment of such tax or charge, until
final determination of the contest. If the outcome of such contest is unfavorable to Candeo, Candeo shall immediately pay all taxes,
charges, interest and penalties determined to be due.


 


(b) Candeo agrees to
pay all expenses for heat, electricity, lighting, telephone, waste management fees and charges for water assessed against the Property,
arising from Candeo’s activities thereon, at such time as said charges become due.


 


11. PERMITS.


 


(a) Candeo shall use
its good faith efforts to cause all permits associated with its operations on the Property to be issued in the names of Candeo
and Can-Cal provided, however, that the parties agree and acknowledge that such permit obligations are only applicable for activities
associated with the removal and sale of Material. Candeo shall pay for any fees or costs associated with obtaining and maintaining
such permits.


 


(b) In the event that
Candeo's permits are terminated or not renewed as a result of Can-Cal's actions, Candeo may, in its sole discretion, either (i)
terminate this Amended Material Supply Agreement with no further obligations hereunder; or (ii) suspend the Term of this Amended
Material Supply Agreement until Candeo reinstates such permits, up to a maximum period of two (2) years. In the event Candeo's
permits are not reinstated prior to the expiration of such two (2) year period, or in the event Candeo notifies Can-Cal that it
has abandoned its efforts to reinstate such permits, this Amended Material Supply Agreement shall terminate, and Candeo shall have
no further obligations hereunder. In the event that Candeo reinstates such permits within such two (2) year period, the applicable
Term of this Amended Material Supply Agreement shall be extended for the period of suspension.


 


12. CAN-CAL’S
RESERVED RIGHTS


 


(a) The rights of Candeo
granted hereby shall be subject to Can-Cal's reserved concurrent right to use the Property for the purpose of exploration, development
and mining and the use of any surface or underground water or water rights occurring on or appurtenant to the Property; so long
as Can-Cal's use does not interfere with the rights granted Candeo herein. Candeo shall be entitled to reasonable compensation
for any damages caused to Candeo by Can-Cal's use of the Property.


 


(b) Can-Cal shall not
conduct its operations in any way which would adversely affect Candeo's use of the Property in accordance with this Agreement.


 


(c) Can-Cal agrees
that for so long as this Amended Material Supply Agreement is in effect, it will not use or sell any Material from the Property
in any manner or for any use by any party which is in competition with Candeo's business operations or in competition with the
type of products that Candeo is selling, or planning to sell, into the market place.


 


13. INSURANCE.


 


Each party shall, at
its sole cost and expense, commencing no later than the date upon which Candeo commences operations on the Property, and continuing
throughout the duration of this Amended Material Supply Agreement, obtain, keep, and maintain in full force and effect comprehensive
general public liability insurance against claims for personal injury, bodily injury, death, or property damage occurring in, upon,
or about the Property in an amount of not less than Five Million United States Dollars (US$5,000,000.00) , or such other amount
as the parties may agree, in respect to injury or death of one person and to the limit of not less than Five Million United States
Dollars (US$5,000,000.00), or such other amount as the parties may agree, in respect to any one accident, and to the limit of not
less than Five Million United States Dollars (US$5,000,000.00) , or such other amount as the parties may agree, in respect to property
damage with respect to the use of the Property. Each party shall deliver to the other party certificates of insurance, which shall
declare that the respective insurer may not cancel the same, in whole or in part, without giving each party written notice of its
intention to do so at least thirty (30) days' prior written notice. In addition, Candeo shall ensure that any contractors or sub-contractors
engaged in respect of operations on the Property shall have insurance coverage substantially similar to that required of Candeo,
which to the extent that all operations have been contracted by Candeo, can stand in place of the coverage required to be obtained
by Candeo.


 




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14. INDEMNIFICATION.


 


(a) Candeo shall pay,
defend and indemnify and hold Can-Cal and its officers, directors, shareholders, agents and employees (“Can-Cal Indemnified
Parties,” individually a “Can-Cal Indemnified Party”) harmless from and against any and all claims of liability
for injury or damage to any person or property arising from the use of the Property by Candeo, or from the conduct of Candeo's
business, or from any activity, work or thing done, permitted or suffered by Candeo or Candeo's invitees, licensees, agents, contractors
or employees in or about the Property or elsewhere. Candeo shall further pay, defend, indemnify and hold the Can-Cal Indemnified
Parties harmless from and against any and all claims arising from any breach of any representation, warranty or covenant hereunder,
or default in the performance of any obligation on Candeo's part to be performed under this Amended Material Supply Agreement,
or arising from any negligence of Candeo or Candeo's invitees, licensees, agents, contractors or employees, and from and against
all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or action or proceeding brought
thereon. In the event any action or proceeding is brought against any Can-Cal Indemnified Party by reason of any such claim, Candeo,
upon notice from such Can-Cal Indemnified Party, shall defend the same at Candeo's expense by counsel reasonably satisfactory to
such Can-Cal Indemnified Party.


 


(b) Can-Cal shall pay,
defend and indemnify and hold Candeo and its officers, directors, shareholders, agents and employees (“Candeo Indemnified
Parties,” individually a “Candeo Indemnified Party”) harmless from and against any and all claims of liability
for injury or damage to any person or property arising from the use of the Property by Can-Cal, or from the conduct of Can-Cal's
business, or from any activity, work or thing done, permitted or suffered by Can-Cal or Can-Cal's invitees, licensees, agents,
contractors or employees in or about the Property or elsewhere. Can-Cal shall further pay, defend, indemnify and hold Candeo Indemnified
Parties harmless from and against any and all claims arising from any breach of any representation, warranty or covenant hereunder
or default in the performance of any obligation on Can-Cal's part to be performed under this Amended Material Supply Agreement,
or arising from any negligence of Can-Cal or Can-Cal's invitees, licensees, agents, contractors or employees, and from and against
all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or action or proceeding brought
thereon. In the event any action or proceeding is brought against any Candeo Indemnified Party by reason of any such claim, Can-Cal,
upon notice from such Candeo Indemnified Party, shall defend the same at Can-Cal's expense by counsel reasonably satisfactory to
such Candeo indemnified Party.


 


15. LIENS. If any liens
or claims of mechanics, laborers, or material men shall be filed against the Property or any part or parts thereof, for any work,
labor, or materials furnished or claimed to be furnished to Candeo, or on behalf of Candeo, then Candeo shall cause such lien to
be discharged within thirty (30) days after the date such lien is filed; or if such lien is disputed by Candeo and Candeo contests
the same in good faith, Candeo shall cause such lien to be discharged within thirty (30) days after the date of any judgment by
any court of competent jurisdiction shall become final.


 


16. CANDEO’S
RIGHT TO TERMINATE. Candeo may terminate this Amended Material Supply Agreement:


 


 (i) With the prior written consent of Can-Cal;




 


(ii)If any court
of competent jurisdiction or any governmental, administrative or regulatory authority, agency or body shall have issued an order,
decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated
by this Amended Material Supply Agreement;


 


(iii)In the event
that Can-Cal files a petition in bankruptcy or be adjudicated a bankrupt or insolvent, or make an assignment for the benefit of
creditors or an arrangement pursuant to any bankruptcy law, or discontinue or dissolve its business, or if a receiver is appointed
for Can-Cal’s business and such receiver is not discharged within thirty (30) days; or


 


(iv)If Can-Cal
breaches any of its representations or warranties hereof or fails to perform in any material respect any of its covenants, agreements
or obligations under this Amended Material Supply Agreement, without curing such failure with ten (10) days written notice thereof
(or moving to cure such failure is the event of such failure cannot be feasibly cured within such period).


 


17. CAN-CAL’S
RIGHT TO TERMINATE. Can-Cal may terminate this Amended Material Supply Agreement:


 


(i) With the written
consent of Candeo;


 


(ii) If Candeo at any
time, other than during the first three years of the initial Term, does not remove any Material from the Property for a period
of twelve (12) consecutive months;


 




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(iii) If any court
of competent jurisdiction or any governmental, administrative or regulatory authority, agency or body shall have issued an order,
decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated
by this Amended Material Supply Agreement;


 


(iv) If Candeo breaches
any of its representations or warranties hereof or fails to perform in any material respect any of its covenants, agreements or
obligations under this Amended Material Supply Agreement, without curing such failure with thirty (30) days written notice thereof
(or moving to cure such failure is the event of such failure cannot be feasibly cured within such period);


 


(vi) In the event that
Candeo fails to obtain or maintain sufficient property liability insurance, which policies shall be made available to Can-Cal upon
Candeo’s commencement of operations on the Property, without curing such failure with thirty (30) days written notice thereof;
provided, however, that during such notice period Candeo shall cease any and all activity on the Property until such cure
(or termination);


 


(vii) In the event
that Candeo files a petition in bankruptcy or be adjudicated a bankrupt or insolvent, or make an assignment for the benefit of
creditors or an arrangement pursuant to any bankruptcy law, or discontinue or dissolve its business, or if a receiver is appointed
for Candeo’s business and such receiver is not discharged within thirty (30) days.


 


18. EXPROPRIATION.


 


(a) In the event that
all or substantially all of the Property shall be taken by eminent domain for any public or quasi-public purpose such that Candeo's
operations are no longer economically feasible, then this Amended Material Supply Agreement shall expire on the date when title
to the Property vests in the appropriate authority or on the date possession is required to be surrendered, whichever is earlier.
The compensation or damages for this taking shall be apportioned by and between the Can-Cal and Candeo taking into consideration
the residual value of the land and surface rights to Can-Cal and the remaining present value of the existing term of this Amended
Material Supply Agreement to Candeo.


 


(b) A voluntary sale
or conveyance under threat of expropriation or condemnation but in lieu thereof, shall be deemed an appropriation or taking under
the power of eminent domain.


 


19. ARBITRATION. Any
disagreement between the parties in connection with any matter arising out of this Amended Material Supply Agreement shall be referred
to arbitration before a single arbitrator. Any such arbitration, including the selection of the arbitrator, shall be governed by
the rules and regulations of the American Arbitration Association. The decision of any such arbitrator shall be final and binding
on the parties and the costs and fees relating thereto shall be borne and paid in the manner the arbitrator determines to be fair
and equitable.


 


20. NOTICES. Any notice
or other communication which may be permitted or required under this Amended Material Supply Agreement shall be in writing and
shall be delivered personally or sent by United States registered or certified mail, postage prepaid, addressed as follows, or
to any other address as either party may designate by notice to the other party:


 


	If to Can-Cal:	
        Can-Cal Resources Ltd.

        1712 – 25 St. S. W.

        Calgary, Alberta T3C 1J6

	If to Candeo:	
        Candeo Lava Products Inc.

        1712 - 25 St. S.W.

        Calgary, Alberta T3C 1J6

        Attention: William J. Hogan



 


21. ASSIGNMENT. Either
party shall be entitled to assign all or any portion of their interest in this Amended Material Supply Agreement provided the assignee
agrees in writing to assume and be bound by the terms hereof.


 


22. BINDING ON SUCCESSORS
AND ASSIGNS. All covenants, agreements, provisions, and conditions of this Amended Material Supply Agreement shall be binding upon
and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors, and assigns.


 




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23. PARTIAL INVALIDITY.
If any term or provision of this Amended Material Supply Agreement shall to any extent be held invalid or unenforceable, then the
remaining terms and provisions of this Amended Material Supply Agreement shall not be affected thereby, but each term and provision
of this Amended Material Supply Agreement shall be valid and be enforced to the fullest extent permitted by law. In the event that
any provision of this Amended Material Supply Agreement relating to the time periods shall be declared by a court of competent
jurisdiction to exceed the maximum time period that such court deems reasonable and enforceable, the time period deemed reasonable
and enforceable by the court shall become and thereafter be the maximum time period.


 


24. GOVERNING LAW.
This Amended Material Supply Agreement shall be governed by the laws of the State of Nevada.


 


25. CAPTIONS. The captions
of this Amended Material Supply Agreement are for convenience only and are not to be construed as part of this Amended Material
Supply Agreement and shall not be construed as defining or limiting in any way the scope or intent of the provisions of this Amended
Material Supply Agreement.


 


26. NO WAIVER. No waiver
of any covenant or condition contained in this Amended Material Supply Agreement or of any breach of any such covenant or condition
shall constitute a waiver of any subsequent breach of such covenant or condition by either party or justify or authorize the non-observance
on any other occasion of the same or any other covenant or condition.


 


27. ENTIRE AGREEMENT;
MODIFICATION. This Amended Material Supply Agreement represents the entire understanding and agreement between the parties and
supersedes all prior written instruments or memoranda with respect thereto. No modification of this Amended Material Supply Agreement
shall be binding unless it is in writing and executed by an authorized representative of Can-Cal and Candeo.


 


28. COUNTERPARTS. This
Amended Material Supply Agreement may be executed in one or more counterparts which, together, shall constitute an original and
binding agreement on the parties hereto.


 


29. RELATIONSHIP OF
THE PARTIES. Nothing contained in this Amended Material Supply Agreement shall be deemed or construed by the parties hereto, nor
by any third party, as creating the relationship of principal and agent, partnership, or joint venture between the parties hereto,
it being understood and agreed that no provision contained in this Amended Material Supply Agreement nor any acts of the parties
hereto shall be deemed to create any relationship other than the relationship of supplier and customer.


 


30. INCORPORATION OF
EXHIBITS. This Amended Material Supply Agreement shall be deemed to have incorporated by reference all of the Exhibits referred
to herein to the same extent as if such Exhibits were fully set forth herein.


 


 




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IN WITNESS WHEREOF, the parties have hereunto
set their hands and seals as of the day and year first above written.


 


Executed effective as of the date first
above written.


 


CANDEO LAVA PRODUCTS INC.


 


Per: /s/ William J. Hogan


Name: William J. Hogan


Title: Chairman


 


CAN-CAL RESOURCES, LTD.


 


Per: /s/ Thompson MacDonald


Name: Thompson MacDonald


Title: Chairman


 


 


 


 




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Exhibit A


 


The Pisgah Mine Project is located in San
Bernardino County, 72 kilometers (45 miles) east of the city of Barstow, California, and 307 kilometers (192 miles) south-southeast
of Las Vegas, Nevada, United States. Barstow lies near the southwest border of California, east of the junction of Interstate 15,
Interstate 40 and U.S. Route 66. The Project is centered at Latitude 34o 44' 47” North, Longitude 116o
22' 29” West, or UTM (metric) co-ordinates 55700 E/384500 N in Zone 11, datum point NAD 27. It lies within Section 32, Township
8 North, Range 6 East from San Bernardino Meridian. It has an area of 48.4 hectares (120.2 acres). In 1997 Can-Cal Resources Ltd., a
Las Vegas, NV based exploration company, gained 100% ownership of the claim which covers the Pisgah property.


 


Access to the Pisgah Project is by the
paved 2-lane paved road from the junction of Interstate 15 and Interstate 40 just east of Barstow, California travel east along
Interstate 40 for 52 kilometers (32.5 miles). Take the Hector Rd. Exit and turn right onto Hector Rd. From here turn left onto
Historic Route 66 for 7.4 kilometers (4.6 miles), and then turn right (south) onto the Pisgah Crater road. Follow this road for
3.2 kilometers (2.0 miles) to the Pisgah Crater workings.


 


The Pisgah Mining Property lies near the
south end of the Mojave Desert. The region forms the southwestern extent of Precambrian continental North America and rests at
the present plate edge formed by the San Andreas transform fault. An oceanic plate has bordered the region since late Precambrian
time. Starting in late Miocene time the Mojave Desert area was dissected by NW-trending right-lateral strike-slip faults with local
areas of E-trending left-lateral strike-slip faults.


 


 


 


 


 


 


 


 


 








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