BASIS OF REMUNERATION

Fee Agreement

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American Southwest Holdings Incorporated

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Title: BASIS OF REMUNERATION
Date: 6/3/2005

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EXHIBIT 10.2

DOYLE CAPITAL

LIMITED

1 March 2004

Strictly Private & Confidential

The Directors

American Southwest Holdings Incorporated

4225 N. Brown Ave

Scottsdale, AZ 85251

Dear Sirs,

As a result of changes to the overall structure of the transaction and the issues raised by the SEC in relation to the inability to have a “claw back” arrangement with proposed Warrants, we submit an update to our mandate for your approval. We also wish to confirm our confidence in American South West Holdings Incorporated (“ASW” or “the Company”) and the long-term commitment of Doyle Capital Limited (“DCL”) to the success of the Company. We set out below the scope of our work, the basis of our remuneration and additional terms of our engagement.

Preamble

DCL put a proposal to the Company that it acquire all of the assets of an Australian mineral sands company named Metal Sands Limited via a Takeover Offer. The acquisition has since, with the considerable assistance and involvement of DCL, been completed and ASW now owns 100% of the issued capital of Metal Sands. DCL has also provided interim funding in the form of loans. To date DCL has not received any fees other than the warrants proposed in the original mandate and the loans have not been repaid.

DCL has continued to work on the project on the basis that the substance of the original mandate letter would be honoured by ASW after making adjustments required by the SEC. We therefore write this letter, setting out the fee arrangement for both work completed and in progress.

Scope of our work and work completed

DCL acted as corporate adviser to ASW in connection with the acquisition of the shares of Metal Sands Limited (“MSA”). The scope of our role is set out as Annexure 1.

Doyle Capital Limited ABN 52 094 250 352

Level 30, 20 Bond Street Sydney NSW 2000 Phone + 61 2 9239 6000 Fax + 61 2 9239 6060

DCL acted as lead capital raiser to ASW. To date, DCL raised all the equity capital required to complete the acquisition and has provided loans to the Company for working capital purposes.

DCL will act as corporate adviser in respect of any other future capital raising transactions with which ASW is involved, while the DCL mandate is in place and on terms negotiated from time to time. DCL is currently working on a capital raising which will fund the company so that it can complete a pre-feasibility and feasibility study. Our terms to complete this are contained herein.

DCL will act as the ongoing corporate adviser to ASW, unless this mandate is terminated by ASW, which it may do by not less than three months’ written notice to DCL effective at any time after August 2007. Details of this role are set out in Annexure 2.

DCL will act in the capacity as the Company’s management until such time as adequate capital has been raised and a complete management team is put in place.

Basis of remuneration

For initiating the MSA transaction, acting as corporate advisor in its completion, the managing ASW and investor relations; DCL will be; or has been remunerated as follows:

A total fee of 6% to be paid on all equity raised. DCL will issue an invoice on acceptance of this letter for the amount due hereunder, but is happy for the amount due to remain unsettled until the capital raising currently being contemplated is completed.

A monthly retainer of US$20,000 per month for four years commencing on 1^st January 2004 payable monthly in advance or in the event that ASW is unable to pay this fee, this decision to be made by DCL, the fee will be accrued until such time as ASW can pay the retainer. The retainer will therefore have no impact on the cash flow of ASW during the early stages of the company’s development. In presenting these terms, we ask that you recognize that DCL commenced work on this project some six months before 1^st January 2004.

In recognition of the successful takeover, our advice support and assistance to date, we confirm that DCL has been issued with 15,000,000 warrants in ASW at an exercise price of US4c per warrant. Each warrant will convert into one ordinary share in ASW.

-2-

For acting as lead arranger in the raising of capital required to complete pre-feasibility we will be remunerated as follows:

A total fee of 6% to be paid on all capital raised. This fee will be paid on completion of the capital raising.

ASW will reimburse DCL, on invoice, for

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