AMENDMENT
      NO. 1 TO CONSULTING AGREEMENT

    


    This
      Amendment No. 1 (this “Amendment”) to Agreement between El Capitan Precious
      Metals, Inc. (“ECPN”) and Clyde L. Smith, Ph.D., P. Eng. (“Smith” or
“Consultant” dated August 22, 2005 (the “Original Agreement”) is entered into
      effective October 25, 2005, by and between ECPN and Smith. This Amendment and
      the Original Agreement are collectively referred to as the
“Agreement.”

    


    1. Scope
      of Work

    


    The
      duties described in the Original Agreement are expanded as follows: Smith shall
      be available to act as representative of ECPN in dealing with the sale of the
      EL
      Capitan Project throughout the entirety of the sales process, and shall oversee
      the various stages with potential purchases. Smith expressly acknowledges that
      the sales process may involve multiple stages over an extended period of time.
      If ECPN retains an ownership or other interest in the El Capitan Project or
      any
      part thereof after the sale, whether on a join venture basis of otherwise,
      Smith
      shall assist in negotiating the terms of the relationship and shall oversee
      the
      ongoing relationship with the third party on behalf of ECPN. Smith further
      shall
      carry out other activities for ECPN as agreed and directed by ECPN. The
      activities required by the Original Agreement and this Amendment are referred
      to
      as the “Services.” Smith shall personally remain involved and available to the
      extent reasonably requested by ECPN from time to time throughout the term of
      this Agreement to perform the Services.

    


    2. Term

    


    The
      initial term set forth in the Original Agreement is extended to three
      years.

    


    3. Payment
      for Services

    


    a. In
      addition to the compensation set forth in the Original Agreement, ECPN agrees
      to
      issue to Smith options for the purchase of 150,000 shares of ECPN’s Common Stock
      according and subject to the terms and conditions set forth in the grant letter
      attached to this Amendment as Exhibit A.

     

    b. Section
      2.D is hereby deleted from the Original Agreement.

    


    c. The
      term
“closing” in the first sentence of Section 3.A of the Original Agreement is
      clarified as follows: If the closing of a sale transaction occurs in more than
      one stage, a portion of the success fee shall be paid following each closing
      until such time as the full sales price of $50,000,000 has been received by
      the
      Company, whichever comes first, in an amount proportionate to the percentage
      of
      $50,000,000 or the percentage of the sales transaction completed as each such
      closing stage, whichever is the greater payout. The maximum aggregate success
      fee shall be $250,000.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    d. Smith
      shall be reimbursed for all reasonable out-of-pocket expenses (e.g. travel,
      reproduction, etc.) incurred in performance of the Services and approved in
      advance by ECPN. Smith shall invoice ECPN monthly or such out-of-pocket expenses
      incurred during the preceding monthly period and provide ECPN supporting
      documentation for such expenses.

    


    4. Obligations
      of Smith

    


    a. All
      Services shall be performed in a workmanlike and professional manner by Smith
      personally except to the extent otherwise permitted by ECPN.

    


    b. Smith
      will ensure that Smith and his employees and agents will, whenever on ECPN’s
      premises, obey all reasonable instructions and directions issued by ECPN and
      comply with all applicable safety and security regulations.

    


    c. Smith
      shall prepare and submit to ECPN periodic written reports setting forth the
      status of the Services at such times and in such format to be mutually agreed
      upon by Smith and ECPN.

    


    5. Confidential
      Information

    


    a. For
      the
      purposes of this Agreement, “Confidential Information” means any information (i)
      that is not general known in ECPN’s trade or industry, (ii) that ECPN treats, or
      is obligated to treat, as confidential, and (iii) that Smith may create or
      have
      access to as a result of or in connection with the performance of the Services
      and the physical embodiments of such information in any tangible form.
      Confidential Information does not include (i) information that becomes publicly
      known (other than through any unauthorized act) or (ii) general information,
      knowledge and skill that Smith learns through providing the Services or that
      Smith may have learned in the course of similar employment or work elsewhere
      in
      ECPN’s industry.

    


    b. Smith
      acknowledges and agrees that during the course of providing the services, Smith
      will have access to and may create Confidential Information. During the term
      of
      this Agreement and thereafter, Smith agrees (i) not to disclose the Confidential
      Information to unauthorized persons, (ii) not to copy or use the Confidential
      Information for unauthorized purposes, and (iii) to comply with any procedures
      that ECPN may adopt to preserve the confidentiality of the Confidential
      information. At the request of ECPN at any time during the term of this
      Agreement and upon termination of this Agreement, Smith agrees to deliver to
      ECPN all copies of any data, records, documents and other materials, including
      files stored on electronic or other media, in Smith’s possession that contain
      any Confidential Information. Smith agrees, if requested by ECPN, to confirm
      in
      writing that Smith has complied with the foregoing.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    6. Ownership
      of Work Product

    


    Smith
      agrees that ECPN is the owner of all right, title and interest in all work
      product developed for ECPN in connection with the performance of the Services
      hereunder.

    


    7. Warranties

    


    Smith
      represents and warrants that the Services will not violate or in any way
      infringe upon the rights of third parties, including property, contractual,
      employment, trade secret, proprietary information and non-disclosure rights,
      or
      any trademark, copyright or patent rights.

    


    8. Termination

    


    ECPN
      may
      terminate this Agreement if Smith is in material default hereunder and such
      default is not remedied within sixty (60) days of Smith’s receipt of written
      notice thereof. Upon termination of this Agreement, Smith shall terminate all
      Services and deliver to ECPN all work in process as of the date of termination,
      and ECPN shall compensate Smith for Services performed and accepted prior to
      the
      date of such termination. Notwithstanding the foregoing, Smith shall remain
      entitled to receive the success payment if a sale of the El Capitan Project
      is
      concluded within two years following termination unless termination is based
      upon a material failure or inability to perform or fraudulent or illegal
      behavior.

    


    9. Miscellaneous
      Provisions

    


    a. In
      all
      matters relating to this Agreement, Smith shall be acting as an independent
      contractor. Personnel furnished to perform the Services hereunder other than
      Smith, if permitted in accordance with the terms of this Agreement, are and
      shall continue to be employees, contractors or agents of Smith and shall not
      for
      any purposes be considered to be ECPN’s employees, contractors or agents. Smith
      shall be responsible for all obligations it may have to such personnel for
      the
      payment of all compensation to which they may be entitled and for the
      withholding and payment of all payroll and other taxes as required by law.
      This
      Agreement does not create a joint venture or partnership, and neither party
      has
      the authority to bind the other to any third party.

    


    d. No
      waiver
      by either party of any breach by the other party of any of the provisions of
      this Agreement shall be deemed a waiver of any proceeding or succeeding breach
      of the same or any other provisions hereof. No such waiver shall be effective
      unless in writing and then only to the extent expressly set forth in
      writing.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    e. Smith
      shall not assign or subcontract the whole or any part of this Agreement without
      ECPN’s prior written consent, which may be withheld in its sole
      discretion.

    


    f. This
      Agreement, including Exhibit
      A,
      constitutes the entire agreement between Smith and ECPN and supersedes all
      prior
      and written or oral communications or agreements with respect to the subject
      matter hereof.

    


    g. No
      modification of this Agreement shall be effective unless in writing and signed
      by both parties.

    


    h. If
      any
      provision of this Agreement is invalid or unenforceable under any statute or
      rule of law, the provision is to that extent to be deemed omitted, and the
      remaining provision shall not be affected in any way.

    


    i. This
      Amendment shall prevail in the event of any inconsistency between this Amendment
      and the Original Agreement.

    


    j. Smith
      acknowledges that Gold and Minerals Co., Inc. and ECPN are owners of a
      subsidiary entity that holds the El Capitan Project, and that the protective
      provisions of this Agreement are for the benefit of Gold and Minerals Co.,
      Inc.
      and the subsidiary entity.

    


    IN
      WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and
      understood each and every provision hereof, the parties have executed this
      Amendment effective the date first set forth above.

    


    ECPN:

     

    By:
       /s/
      Charles C. Mottley   

    Charles
      C. Mottley, President and CEO

    


    


    SMITH:

    


    By:
       /s/
      Clyde L. Smith   

    Clyde
      L.
      Smith, Ph.D., P. Eng. (Sole Proprietor)