FIRST AMENDMENT
TO THE
MANAGEMENT SERVICES AGREEMENT
This Amendment (the "Amendment"), entered into this 1st day of September
2006, is to the Management Services Agreement (the "Agreement") entered into
on February 6, 2006, with an effective date of February 1, 2006, by and
between White Mountain Titanium Corporation and Trio International Capital
Corp. and its wholly owned subsidiary, Pacific Venture Management Ltd.
IT IS HEREBY AGREED AS FOLLOWS:
1. The fifth bullet to Section 1(b) of the Agreement is amended to
read as follows:
* Services of ▇▇▇▇▇ Flower as Executive Chairman.
2. Except as amended hereby, the Agreement shall continue to be, and
shall remain, in full force and effect. Except as provided herein, this
Amendment shall not be deemed (i) to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Agreement or
(ii) to prejudice any right or rights which the parties may now have or may
have in the future under or in connection with the Agreement or any of the
instruments or agreements referred to therein, as the same may be amended,
restated, supplemented or otherwise modified from time to time.
3. The terms of the Agreement are incorporated herein by reference and
shall form a part of this Amendment as if set forth herein in their entirety.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement the respective day and year set forth below.
White Mountain Titanium Corporation
Date: September 6, 2006 By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
Trio International Capital Corp.
Date: September 6, 2006 By /s/ ▇▇▇▇▇ Flower
▇▇▇▇▇ Flower, Principal
Pacific Venture Management Ltd.
Date: September 6, 2006 By /s/ ▇▇▇▇▇ Flower
▇▇▇▇▇ Flower, Principal
