AGREEMENT FOR CONSULTING SERVICES

Exhibit 10.6

AGREEMENT FOR CONSULTING SERVICES

AGREEMENT made and entered into as of this 11th day of May, 2004 (the

"Agreement"), by and. between El Capitan Precious Metals, Inc. a Nevada

corporation (the "Company") with principal offices in Englewood, Co. and U.S.

Canadian Minerals, Inc. ("Consultant"). Whereas, the Consultant is in the

business of providing advice, management, and financial services to companies

and the Company believes such experience is in its best interest to utilize, and

Whereas, the Company formally desires to engage Consultant to continue to

provide such services in accordance with the terms and conditions hereinafter

set forth;

Now, therefore, the Company and Consultant agree as follows;

1. Engagement. The Company agrees to engage Consultant and Consultant agrees to

provide advice, management, and financial services to the Company. The Company's

board of directors has approved such appointment of Consultant. The company

acknowledges and agrees that Consultant does not render legal, accounting or

underwriter/broker advice and agrees to seek outside counsel for such matters.

2. Term. The term of this agreement shall comet cc on the date hereof and shad

continue for a period of two ( 2 ) years,

3. Services. Consultant shall render advice and assistance to the Company on

business related matters (the "Services") and in connection there with shall:

(a)cause its principals to attend meetings of the Company's Board of

Directors or Executive Committee(s) when so requested by the Company;

(b)cause its principals to attend meetings at the request of the Company

and review, analyze and report on proposed business opportunities;

(c)consult with the Company concerning on-going strategic corporate

planning and long term investment policies, including any revision of the

Company's business plan;

(d)consult with, advise and assist the Company in identifying, studying

and evaluating merger, acquisition, joint venture, strategic alliance,

recapitalization and restructuring proposals, including the preparation of

reports and studies thereon when advisable, and assist in negotiations and

discussions pertaining thereto;

(e)assist the Company in obtaining technical and advisory assistance from

other professionals where necessary or advisable, including, but not limited to

attorneys and accountants and assist such persons;

(f)assist in the preparation and distribution of press releases, whenever

appropriate, to be made available to the press in general, customers, suppliers

and selected NASD broker-dealers, financial institutions, and the Company's

shareholders;

(g)assist in the preparation and distribution of corporate brochures and

research reports to selected NASD broker-dealers, financial institutions, and

the Company's shareholders;

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(h)assist the Company in implementing its financial public relations

program, including, but not limited to distribution of collateral material to

broker-dealer firms;

(i)provide the Company with advice related to aforementioned activities.

In connection with the Services to be rendered by Consultants Consultant shall

report to the Board of Directors and President of the Company and shall consult

with those individuals on behalf of the Company in connection with its

obligations act forth above. Consultant agrees to make itself available to

evaluate all proposals that relate to any financing undertaken by the Company,

subject to the limitations of Section 5 and 7 hereof..

Anything to the contrary herein notwithstanding, it is agreed that the

Consultant's Services will not include any services that constitute opinions or

performance of work that is in the ordinary purview of certified public

accountant or attorney or any work that is the ordinary purview of a registered

broker/dealer or in connection with or related to the offer or sale of

securities of the Company in a capital raising transaction.

4. Compensation.

(a) The Company shall cause to be issued to the Consultant, for the

above services warrants exercisable for a period of one year for $1,000,000

shares at a price of $0.43 per share.

5. Best Efforts Basis. Subject to Section 7 and the last sentence of Section 5

hereof, Consultant agrees that it will at all times faithfully and to the best

of its experience, ability and talents perform. all the duties that may be

required of it pursuant to the terms of this Agreement. The Company specifically

acknowledges and agrees, however, that the services to be rendered by Consultant

shall be conducted on a "best-efforts" basis and has not, cannot and does not

guarantee that its efforts will have any impact on the Company's business or

that any subsequent financial improvement will result from its efforts.

6. Company's Right to Approve Transaction. The Company expressly waives the

right to approve transactions introduced by Consultant that involves the Company

as a party to any agreement, Consultant and ,the Company mutually agree that

Consultant is hereby authorized to enter any agreement on behalf of the Company.

7. Non-Exclusive Services. The Company understands that Consultant is currently

providing certain advisory and financial public relation services to other

individuals and entities agrees that Consultant is not prevented or barred from

rendering services of the same nature or a similar nature to any other

individuals or entities and acknowledges that such Services may from time to

time conflict with the timing of and the rendering of Consultant's services. In

addition! Consultant understands and agrees that the Company shall not be

prevented or barred from retaining other persons or entities to provide services

of the same or similar nature as those provided by Consultant.

8. Information Regarding Company, Consultant represents and warrants that it has

received copies of the Company's financial statements and other disclosure

d