AURELIO RESOURCE CORP. Suite 1802, 888 Pacific Street Vancouver, B.C. Canada V6Z 2S6

XXXXXXX RESOURCE CORP.
Xxxxx 0000, 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. Xxxxxx
X0X 0X0

EXHIBIT 10.4

July 21, 2006

TO:	Xxxxxxx Resources Inc. 0000 X. Xxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, XX XXX Attention: Xxxxxxxx Xxxxxxxx, President
Dear Sir:

RE: Mineral Property Acquisition

This letter sets out the terms of the amendments to our agreement (the “Agreement”) dated April 27, 2006 as amended June 9, 2006 (the “Amending Agreement #1”) and as further amended July 13, 2006 (the “Amending Agreement #2”), whereby we agreed to purchase all of the assets of Xxxxxxx Resources Inc., other than other than Xxxxxxx Resources Inc.’s one hundred percent undivided interest in 62 mining claims known as the “Austin Uranium Property, Nevada” and more particularly described as sixty-two contiguous unpatented mining claims (Austin #1 through Austin #62), each measuring 600 feet by 1,500 feet, staked in Sections 5,6,7,8,9,10 and 16, Township 18 North, Range 44 East, in the Xxxxx River and Birch Mining Districts, Lander County, Nevada. In all respects the Agreement, the Amending Agreement #1 and the Amending Agreement #2 remain in full force and effect except as follows:

1. We will acquire all of the issued and outstanding shares of Xxxxxxx Resources Inc. from those shareholders of Xxxxxxx Resources Inc. listed on Schedule “A” to this letter agreement, as fully paid and non-assessable securities, in exchange for 10,000,000 shares of common stock of our company. Xxxxxxx Resources Inc. will provide legal opinions satisfactory to our counsel (1) concerning Xxxxxxx Resources Inc.’s 100% interest in 13 mining claims on a mineral property located in Hill Copper, Arizona, and (2) the option agreement between Minera Holmex and Xxxxxxx Resources Inc., as assigned by Xxxxxxx Resources Inc. to it subsidiary Minera Milenium S.A. de C.V. (“Minera Milenium”), a company incorporated under the laws of Mexico, pursuant to which Minera Milenium may earn a 100% undivided interest in the Xxxxxxxxx gold property, situated in the Tamazula District, Durango, Mexico, remains in good standing.

2. Closing of the transaction will occur on or about August 2, 2006, or such other date as we may agree.

Please sign this letter as your acknowledgement of your agreement with the above.

Xxxxxxx Resource Corp.

Per:    _________________________________
          Authorized Signatory

Xxxxxxx Resources Inc.

Per:   _________________________________
          Authorized Signatory