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.”
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.
The initial term set forth in the Original Agreement is extended to three years.
Payment for Services
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.
Section 2.D is hereby deleted from the Original Agreement.