Exhibit
10.41






To:


Western
Mesquite Mines, Inc.


2 Bloor
Street West


Suite
2102


Box
110


Toronto,
Ontario


Canada


M4W 3E2


Attention:
Treasurer





Western
Goldfields, Inc.


2 Bloor
Street West


Suite
2102


Box
110


Toronto,
Ontario


Canada


M4 W
3E2


Attention:
Chief Financial Officer





Western
Goldfields (USA) Inc.


2 Bloor
Street West


Suite
2102


Box
110


Toronto,
Ontario


Canada


M4 W
3E2


Attention:
Chief Financial Officer





18 December
2008




Amendment of Repayment
Schedule and Longstop Date and approval of


new Development
Plan




US$105,000,000credit
agreement originally dated 30 March 2007 (as amended and restated by and
amendment and restatement
agreement dated 31 May 2007 and as further amended on 29 June 2007, 16 July
2007, 14 August 2007, and 14 August 2008) betweenWestern Mesquite Mines,
Inc. as Borrower, Western Goldfields (USA) Inc. (formerly known as Western
Goldfields, Inc.) as Guarantor, Investec Bank (UK) Limited as Agent, Mandated
Lead Arranger and Security Trustee, Commonwealth Bank ofAustralia
as Lead Arranger, the Banks (asdefined therein) and the Hedging Banks(as defined therein)
(the "Credit Agreement")




Page
1




1
            We
      refer to the Credit Agreement. Terms and expressions defined in the Credit
      Agreement shall have the same meaning when used herein unless otherwise
      defined.




2
            The
      Agent (acting on the instructions of the Majority Banks) hereby approves
      the alterations to the Development Plan proposed by the Borrower
      reflecting:





(a)
            an
      amended leach curve;


(b)
            an
      updated mining schedule;


(c)
            updated
      tax assumptions; and


(d)
            updated
      operating cost figures,




in
accordance with clause 11.1(c) of the Credit Agreement.





3
              In
      addition, the Agent, the Banks and the Hedging Banks hereby propose that:
      (a) the Repayment Schedule in Schedule 6 of the Credit Agreement be
      deleted and replaced with the
following:




Repayment
      Date
                  
                  Repayment
                    Instalment31
      December 2008
                  
                  
                  20.50
                  %30
      June 2009
                  
                  
                  5.50
                  %31 December2009
                  
                  
                  8.00
                  %30
      June 2010
                  
                  
                  13.00
                  %31 December2010
                  
                  
                  10.00
                  %30
      June 2011
                  
                  
                  5.00
                  %31 December2011
                  
                  
                  8.00
                  %30 June2012
                  
                  
                  15.00
                  %31 December2012
                  
                  
                  15.00
                  %30
      June 2013
                  
                  
                  0.00
                  %31
      December 2013
                  
                  
                  0.00
                  %30
      June 2014
                  
                  
                  0.00
                  %31 December2014
                  
                  
                  0.00
                  %


and (b)
the definition of the Longstop Date shall be amended to "30th June
2009"
((a)and (b) for the purposes of this letter shall be "the
Amendments").





4
              The
      approval given in paragraph 2 above and the Amendments will not come into
      effect until the Agent notifies the Borrower that it has received all of
      the following documents in form and substance satisfactory to it (the
      "Effective Date"):





(a)
              board
      minutes of the Borrower, Western Goldfields (USA) Inc. and the Guarantor
      approving and authorizing:




Page
2




(i)
            the
      proposed alterations to the Development Plan;
  and


(ii)
            the
      Amendments; and




(b)
              a
      report from the Independent Technical Consultant on the alterations to the
      Development Plan.




5
            By
      the acceptance of this letter you agree to the repetition of the
      RepeatingRepresentations
      by yourselves by reference to the facts and circumstancesexisting
      on:




(a)
            the
      date of this letter; and




(b)
            the
      Effective Date.




6
              Without
      prejudice to the rights of any Financing Party which have arisen on or
      before
      the date of this letter or the Effective Date, by the acceptance of this
      letteryou
      confirm that, on and after the Effective
  Date:




(a)
              the
      Credit Agreement as amended by this letter, and the other Financing
      Documents, will remain in full force and effect;
  and





(b)
              the
      Security Documents to which you are a party will continue to secure all
      liabilities which are expressed to be secured by
  them.




7
            This
      letter is hereby designated as a Financing
  Document.





8
            This
      letter shall be governed by and construed in accordance with English
      law.





9
              The
      courts of England have exclusive jurisdiction to settle any dispute
      arising out of or in connection with this letter (including a dispute
      regarding the existence, validity or termination of this
      letter).





10
              This
      letter may be signed in any number of counterparts, and this has the same
      effect as if the signatures on the counterparts were on a single copy of
      this letter.





Please
indicate your acceptance of the terms and conditions of this letter by
countersigning the copy of this letter where indicated below.


Yours
      faithfully/s/
      Serena Smulansky
                                        
                                        /s/
      George RogersInvestec
      Bank (UK) Limited
                                        
                                        Investec
      Bank (UK) Limited(as Agent on behalf of the Banks and Hedging Banks)
                                        
                                        (as Agent on behalf of the Banks and Hedging Banks)Serena
      Smulansky
                                        
                                        George
      RogersAuthorised
      Signatory
                                        
                                        Authorised
      Signatory


Accepted
and agreed, on 18th December
2008




Page
3




/s/
      Raymond ThrelkeldWestern
      Mesquite Mines, Inc./s/
      Raymond ThrelkeldWestern
      Goldfields Inc./s/
      Raymond ThrelkeldWestern
      Goldfields (USA) Inc.




Page
4




WESTERN
GOLDFIELDS INC.




UNANIMOUS
WRITTEN CONSENT OF THE BOARD OF DIRECTORS




December
18, 2008




The
undersigned, being all the directors of Western Goldfields Inc. (the "Corporation"), by their signatures, hereby consent, pursuant
to the Business
Corporations Act(Ontario), to the following resolutions (the "Resolutions"):




WHEREAS,Western Mesquite
Mines, Inc., a Nevada corporation (the "Borrower"), being a wholly-owned subsidiary of the
Corporation, has prepared a revised development plan (the "Revised Development
Plan") for its operations at the
Mesquite gold mine located in Imperial County, California (the "Mesquite Mine") as approved by the Board of Directors at its
meeting held on October 6, 2008; and





WHEREAS,pursuant to the
US$105,000,000 credit agreement originally dated March 30, 2007 (as amended and
restated by an amendment and restatement agreement dated May 31, 2007 and as
further amended on June 29, 2007, July 16, 2007, August 14, 2007, and August 14,
2008) between Western Mesquite Mines, Inc. as Borrower, Western Goldfields (USA)
Inc. (formerly known as Western Goldfields, Inc.) as Guarantor, Investec Bank
(UK) Limited as Agent, Mandated Lead Arranger and Security Trustee, Commonwealth
Bank of Australia as Lead Arranger, the Banks (as defined therein, the "Banks") and the Hedging Banks (as defined therein)
(the "Credit Agreement"), the Borrower is required to obtain the
consent of the Banks in order to make alterations to its development plan;
and




WHEREAS,the Agent, the Banks
and the Hedging Banks have, in connection with the Revised Development Plan,
proposed that the Repayment Schedule and Longstop Date be amended pursuant to a
proposed amendment to the Credit Agreement to be dated on or around December 19,
2008 (the "Amendment"); and





WHEREAS,the Board of
Directors of the Corporation (the "Board of
Directors") has determined that it
is advisable and in the best interests of the Corporation that the Borrower
pursue the Revised Development Plan and in furtherance thereof that the
Corporation execute, deliver and perform the Amendment and consummate the
transactions contemplated thereunder.









Approval of Revised
Development Plan




NOW,
THEREFORE, BE IT




RESOLVED,that the form, terms
and provisions of the Revised Development Plan (in a form substantially similar
to that presented to the Board of Directors on October 6, 2008), the
transactions to be consummated by the Borrower as contemplated thereby, the
obligations of the Borrower pursuant thereto, all agreements, instruments or
certificates as shall be approved by the authorized officer(s) of the Borrower
in connection with the Revised Development Plan from time to time (with such
approval conclusively evidenced by the execution and delivery, or delivery, of
such agreement, instrument or certificate), with such changes therein as the
officer(s) executing the same shall, by the execution and delivery, or delivery,
thereof, approve, all such further action and to prepare, amend, revise,
execute, deliver and file all such agreements, instruments, documents and
certificates and to incur and pay expenses in the name, and on behalf, of the
Borrower under its corporate seal or otherwise as they, or any one of them,
shall deem necessary, proper or advisable in order to perform or otherwise carry
out the terms and conditions of the Revised Development Plan and effectuate the
transactions contemplated therein be, and they hereby are, in all respects,
authorized, approved and adopted; and further




Approval of the
Amendment




RESOLVED,that the form, terms
and provisions of the Amendment (in a form substantially similar to that
presented to the Board of Directors on December 18, 2008), the transactions
contemplated thereby, and the obligations pursuant thereto be, and they hereby
are, in all respects, authorized, approved and adopted; and further




RESOLVED,that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed on behalf of the Corporation
and in its name to execute and deliver, or cause to be executed and delivered,
the Amendment and such other agreements, instruments or certificates as such
officer(s) shall approve in connection with the Amendment from time to time
(with such approval conclusively evidenced by the execution and delivery, or
delivery, of such agreement, instrument or certificate), with such other changes
therein as the officer(s) shall, by the execution and delivery, or delivery,
thereof, approve, and to take all such other actions as such officer(s) deems
necessary or desirable to perform or otherwise carry out the terms and
conditions of the Amendment and the transactions contemplated therein; and
further




2




Enabling Resolutions;
Ratification




RESOLVED,that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed to take all such further
action and to prepare, amend, revise, execute, deliver and file all such
agreements, instruments, documents and certificates, and to incur and pay such
expenses in the name, and on behalf, of the Corporation under its corporate seal
or otherwise as they, or any one of them, shall deem necessary, proper or
advisable in order to effectuate the transactions contemplated by these
resolutions, including any agreement executed by the Corporation in connection
with the Amendment, and otherwise to carry out the intent and effectuate the
purpose of each of the foregoing resolutions; and finally





RESOLVED,that any action
taken by any of the officers of the Corporation prior to the adoption of these
resolutions which is within the authority conferred by the foregoing resolutions
is hereby ratified, approved and adopted.




[Remainder
of page intentionally leftblank]




3




IN WITNESS WHEREOF,the
undersigned have executed this consent of the Board of Directors as of
the 18day of December,
2008.




/s/ Randall OliphantRandall
      OliphantVahan
      KololianMartyn
      KonigGerald
      RuthRaymond
      Threlkeld









IN WITNESS WHEREOF,the
undersigned have executed this consent of the Board of Directors as of
the 18 day of December,
2008.




Randall
      Oliphant/s/ Vahan KololianVahan
      KololianMartyn
      KonigGerald
      RuthRaymond
      Threlkeld









IN WITNESS WHEREOF,the
undersigned have executed this consent of the Board of Directors as of
the 18day of
December, 2008.




Randall
      OliphantVahan
      Kololian/s/ Martyn KonigMartyn
      KonigGerald
      Ruth/s/ Raymond ThrelkeldRaymond
      Threlkeld









IN WITNESS WHEREOF,the
undersigned have executed this consent of the Board of Directors as of
the 18 day of December,
2008.




Randall
      OliphantVahan
      KololianMartyn
      Konig/s/ Gerald RuthGerald
      RuthRaymond
      Threlkeld









WESTERN
GOLDFIELDS (USA) INC.




UNANIMOUS
WRITTEN CONSENT OF THE BOARD OF DIRECTORS




December
18, 2008





The
undersigned, being all the directors of Western Goldfields (USA) Inc. (the "Corporation"), by their signatures, hereby consent to the
following resolutions (the "Resolutions"):




WHEREAS,Western Mesquite
Mines, Inc., a Nevada corporation (the "Borrower"), being a wholly-owned subsidiary of the
Corporation, has prepared a revised development plan (the "Revised Development
Plan") for its operations at the
Mesquite gold mine located in Imperial County, California (the "Mesquite Mine") as approved by the Board of Directors at its
meeting held on October 6, 2008; and





WHEREAS,pursuant to the
US$105,000,000 credit agreement originally dated 30 March 2007 (as amended and
restated by an amendment and restatement agreement dated 31 May 2007 and as
further amended on 29 June 2007, 16 July 2007, 14 August 2007, and 14 August
2008) between the Borrower, the Corporation as Guarantor, Investec Bank (UK)
Limited as Agent, Mandated Lead Arranger and Security Trustee, Commonwealth Bank
of Australia as Lead Arranger, the Banks (as defined therein, the "Banks") and the Hedging Banks (as defined therein)
(the "Credit Agreement"), the Borrower is required to obtain the
consent of the Banks in order to make alterations to its development plan;
and





WHEREAS,the Agent, the Banks
and the Hedging Banks have, in connection with the Revised Development Plan,
proposed that the Repayment Schedule and Longstop Date be amended pursuant to a
proposed amendment to the Credit Agreement to be dated on or around December 19,
2008 (the "Amendment"); and





WHEREAS,the Board of
Directors has determined that it is advisable and in the best interests of the
Corporation that the Borrower pursue the Revised Development Plan and in
furtherance thereof that the Corporation execute, deliver and perform the
Amendment and consummate the transactions contemplated thereunder;









Approval of Revised
Development Plan




NOW,
THEREFORE, BE IT




RESOLVED,that the form, terms
and provisions of the Revised Development Plan (in a form substantially similar
to that presented to the Board of Directors on October 6, 2008), the
transactions to be consummated by the Borrower as contemplated thereby, the
obligations of the Borrower pursuant thereto, all agreements, instruments or
certificates as shall be approved by the authorized officer(s) of the Borrower
in connection with the Revised Development Plan from time to time (with such
approval conclusively evidenced by the execution and delivery, or delivery, of
such agreement, instrument or certificate), with such changes therein as the
officer(s) executing the same shall, by the execution and delivery, or delivery,
thereof, approve, all such further action and to prepare, amend, revise,
execute, deliver and file all such agreements, instruments, documents and
certificates and to incur and pay expenses in the name, and on behalf, of the
Borrower under its corporate seal or otherwise as they, or any one of them,
shall deem necessary, proper or advisable in order to perform or otherwise carry
out the terms and conditions of the Revised Development Plan and effectuate the
transactions contemplated therein be, and they hereby are, in all respects,
authorized, approved and adopted; and further




Approval of the
Amendment




RESOLVED,that the form, terms
and provisions of the Amendment (in a form substantially similar to that
presented to the Board of Directors on December 18, 2008),the
transactions contemplated thereby, and the obligations pursuant thereto be, and
they hereby are, in all respects, authorized, approved and adopted; and
further




RESOLVED,that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed on behalf of the Corporation
and in its name to execute and deliver, or cause to be executed and delivered,
the Amendment and such other agreements, instruments or certificates as such
officer(s) shall approve in connection with the Amendment from time to time
(with such approval conclusively evidenced by the execution and delivery, or
delivery, of such agreement, instrument or certificate), with such other changes
therein as the officer(s) shall, by the execution and delivery, or delivery,
thereof, approve, and to take all such other actions as such officer(s) deems
necessary or desirable to perform or otherwise carry out the terms and
conditions of the Amendment and the transactions contemplated therein; and
further




2




Enabling Resolutions;
Ratification




RESOLVED,that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed to take all such further
action and to prepare, amend, revise, execute, deliver and file all such
agreements, instruments, documents and certificates, and to incur and pay such
expenses in the name, and on behalf, of the Corporation under its corporate seal
or otherwise as they, or any one of them, shall deem necessary, proper or
advisable in order to effectuate the transactions contemplated by these
resolutions, including any agreement executed by the Corporation in connection
with the Amendment, and otherwise to carry out the intent and effectuate the
purpose of each of the foregoing resolutions; and finally




RESOLVED,that any action
taken by any of the officers of the Corporation prior to the adoption of these
resolutions which is within the authority conferred by the foregoing resolutions
is hereby ratified, approved and adopted.




[Remainder
of page intentionally left
blank]




3




IN WITNESS WHEREOF,the
undersigned have executed this consent of the Board of Directors as of the
eighteenth day of December, 2008.




/s/ Brian
      PennyName:BRIAN
      PENNY/s/
      Arthur ChenName:ARTHUR
      CHEN/s/Raymond
      ThrelkeldName:RAYMOND
      THRELKELD




WESTERN
MESQUITE MINES, INC.,




UNANIMOUS
WRITTEN CONSENT OF THE BOARD OF DIRECTORS




December
18, 2008





The
undersigned, being all the directors of Western Mesquite Mines, Inc. (the "Corporation"), by their signatures, hereby consent to the
following resolutions (the "Resolutions"):




WHEREAS,the Corporation has
prepared a revised development plan (the "Revised Development Plan") for its operations at the Mesquite gold mine
located in Imperial County, California (the "Mesquite Mine") as approved by the Board of Directors at its
meeting held on October 6, 2008; and





WHEREAS,pursuant to the
US$105,000,000 credit agreement originally dated 30 March 2007 (as amended and
restated by an amendment and restatement agreement dated 31 May 2007 and as
further amended on 29 June 2007, 16 July 2007, 14 August 2007, and 14 August
2008) between the Corporation as Borrower, Western Goldfields (USA) Inc.
(formerly known as Western Goldfields, Inc.) as Guarantor, Investec Bank (UK)
Limited as Agent, Mandated Lead Arranger and Security Trustee, Commonwealth Bank
of Australia as Lead Arranger, the Banks (as defined therein, the "Banks") and the Hedging Banks (as defined therein)
(the "Credit Agreement"), the Corporation is required to obtain the
consent of the Banks in order to make alterations to its development plan;
and





WHEREAS,the Agent, the Banks
and the Hedging Banks have, in connection with the Revised Development Plan,
proposed that the Repayment Schedule and Longstop Date be amended pursuant to a
proposed amendment to the Credit Agreement to be dated on or around December 19,
2008 (the "Amendment"); and





WHEREAS,the Board of
Directors has determined that it is advisable and in the best interests of the
Corporation that the Corporation pursue the Revised Development Plan and in
furtherance thereof that the Corporation execute, deliver and perform the
Amendment and consummate the transactions contemplated thereunder;









Approval of Revised
Development Plan




NOW,
THEREFORE, BE IT




RESOLVED,that the form, terms
and provisions of the Revised Development Plan (in a form substantially similar
to that presented to the Board of Directors on October 6, 2008), the
transactions to be consummated by the Corporation as contemplated thereby, the
obligations of the Corporation pursuant thereto, all agreements, instruments or
certificates as shall be approved by the authorized officer(s) of the
Corporation in connection with the Revised Development Plan from time to time
(with such approval conclusively evidenced by the execution and delivery, or
delivery, of such agreement, instrument or certificate), with such changes
therein as the officer(s) executing the same shall, by the execution and
delivery, or delivery, thereof, approve, all such further action and to prepare,
amend, revise, execute, deliver and file all such agreements, instruments,
documents and certificates and to incur and pay expenses in the name, and on
behalf, of the Corporation under its corporate seal or otherwise as they, or any
one of them, shall deem necessary, proper or advisable in order to perform or
otherwise carry out the terms and conditions of the Revised Development Plan and
effectuate the transactions contemplated therein be, and they hereby are, in all
respects, authorized, approved and adopted; and further




Approval of the
Amendment




RESOLVED,that the form, terms
and provisions of the Amendment (in a form substantially similar to that
presented to the Board of Directors on December 18, 2008), the transactions
contemplated thereby, and the obligations pursuant thereto be, and they hereby
are, in all respects, authorized, approved and adopted; and further




RESOLVED,that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed on behalf of the Corporation
and in its name to execute and deliver, or cause to be executed and delivered,
the Amendment and such other agreements, instruments or certificates as such
officer(s) shall approve in connection with the Amendment from time to time
(with such approval conclusively evidenced by the execution and delivery, or
delivery, of such agreement, instrument or certificate), with such other changes
therein as the officer(s) shall, by the execution and delivery, or delivery,
thereof, approve, and to take all such other actions as such officer(s) deems
necessary or desirable to perform or otherwise carry out the terms and
conditions of the Amendment and the transactions contemplated therein; and
further




2




Enabling Resolutions;
Ratification




RESOLVED,that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed to take all such further
action and to prepare, amend, revise, execute, deliver and file all such
agreements, instruments, documents and certificates, and to incur and pay such
expenses in the name, and on behalf, of the Corporation under its corporate seal
or otherwise as they, or any one of them, shall deem necessary, proper or
advisable in order to effectuate the transactions contemplated by these
resolutions, including any agreement executed by the Corporation in connection
with the Amendment, and otherwise to carry out the intent and effectuate the
purpose of each of the foregoing resolutions; and finally





RESOLVED,that any action
taken by any of the officers of the Corporation prior to the adoption of these
resolutions which is within the authority conferred by the foregoing resolutions
is hereby ratified, approved and adopted.




[Remainder ofpage intentionally
left blank]




3




IN WITNESS WHEREOF,the
undersigned have executed this consent of the Board of Directors as of the
eighteenth day of December, 2008.




/s/Brian
      PennyName:BRIAN
      PENNY/s/Arthur
      ChenName:ARTHUR
      CHEN/s/Raymond
      ThrelkeldName:RAYMOND
      THRELKELD