ex109.htm


    Exhibit
10.9


    EMPLOYMENT
AGREEMENT

    


    THIS
AGREEMENT made as of the 22nd day of May 2008 with an effective date of April 1,
2008

    


    BETWEEN:

    


    AULTRA GOLD INC., a company
incorporated under the laws of the State of Nevada having an office at PO Box
1049. Jacksonville, OR 97530

    


    (hereinafter
called the "Company")

     OF
THE FIRST PART

    AND:

    


    Rauno Perttu an individual who
resides in Jacksonville OR and receives mail at PO Box 1049, Jacksonville OR
97530

    


    (hereinafter
called the "Executive")

    


     OF
THE SECOND PART

    


    WHEREAS
the Executive is employed either directly or indirectly by Aultra Gold Inc as
its President and Chief Executive Officer in connection with the continuing
operations of the business carried on by Aultra Gold Inc. (the
"Business”).

    


    AND
WHEREAS Aultra Gold Inc. and the Executive wish to set out the terms of the
Executive's employment.

    


    NOW
THEREFORE IN CONSIDERATION OF the covenants and agreements contained in this
agreement made by each party in favor of the other, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

    


    AGREEMENT TO
EMPLOY

    


    
      	
              1.  

            	
              The
      Company agrees to employ the Executive in connection with the business on
      the terms and conditions set out herein (the AEmployment@),
      and the Executive agrees to accept employment on such
    terms.

            


    

    


    TERM

    


    
      	
              2.  

            	
              The
      term of this agreement and the employment shall be for a term of two
      years, provided that

            


    

    


    
      	
              (A)  

            	
              The
      Company may terminate this agreement and the employment at any time as set
      out in paragraphs 8 and 9 hereof;

            


    

    


    
      	
              (B)  

            	
              The
      Executive may terminate this Agreement and the Employment at any time as
      set out in paragraph 10 hereof;

            


    

    


    
      	
               
      

            	
              (C)

            	
              This
      agreement and the employment are automatically terminated when the
      Executive dies, subject to paragraph 11 hereof
  and

            


    

    


    DUTIES AND
RESPONSIBILITIES

    


    
      	
              3.

            	
              The
      Executive shall occupy the position of President and Chief Executive
      Officer of the Company and shall, in such capacities, have the authority
      and perform the duties, assigned from time to time by the Board of
      Directors of Aultra Gold Inc..  The Executive agrees to provide
      his services at such locations as Aultra may require.  Aultra
      agrees that it shall not permanently relocate the Executive outside his
      country of domicile without the consent of the
  Executive.

            


    

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
 

    CONFLICT OF INTEREST/DUTY OF
LOYALTY

    


    
      	
              4.

            	
              The
      Executive agrees to devote all of his regular working time during the
      Employment to the Business and while the Executive may engage or have
      personal interests in other enterprises and occupations or become a
      principal, agent, director, or officer of another company, firm or person,
      as applicable, he may not do so if such activity may interfere materially
      with the Executive’s duties and responsibilities hereunder without the
      approval, not to be unreasonably withheld, of the Board of Directors of
      the Company.

            


    

    


    
      	
              5.

            	
              The
      Executive agrees to keep the affairs of the Business, financial and
      otherwise, strictly confidential and shall not disclose the same to any
      person, company or firm, directly or indirectly, during or after his
      employment by Aultra Gold Inc. except within his jurisdiction of acting as
      a senior officer of Aultra Gold Inc. or as otherwise authorized in writing
      by the Board of Directors of the Company.  The Executive agrees
      not use such information, directly or indirectly, for his own interests,
      or any interests other than those of the Business, whether or not those
      interest conflict with the interests of the Business during or after his
      employment by the Company.  The Executive also agrees to sign,
      at Aultra Gold Inc. =s
      request, a confidentiality and restrictive covenant agreement as
      customarily used in the industry.

            


    

    


    REMUNERATION

    


    
      	
              6.

            	
              The
      Executive shall be remunerated as follows during the term of this
      agreement:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Base
      Salary of $120,000 per annum (ABase
      Salary@)
      payable monthly and to be reviewed biannually by the Board of Directors of
      Aultra Gold Inc.

            


    

    


    
      	
               
      

            	
              (B)

            	
              Such
      bonus under the Aultra Gold Inc bonus plan when and if established by the
      Board of Directors.

            


    

    


    
      	
              (C)  

            	
              All
      benefits effective as of the date of this Agreement) and such further
      benefits that may be made available to employees or officers of Aultra
      Gold Inc from time to time as are appropriate, on terms determined by the
      Board of Directors of Aultra Gold Inc. any or all of which shall form part
      of this Agreement.

            


    

    


    
      	
              (D)  

            	
              Annual
      vacation of 25 working/business
days.

            


    

    


    
      	
              (E)  

            	
              For
      tax purposes all payments will be treated by Executive as consulting
      fees.

            


    

    


    
      	
              (F)  

            	
              The
      issuance of 30,000,000 common shares of Aultra Gold Inc. shares with a ten
      year restriction that the Board may rescind those shares within that ten
      year period if any one of the following has not occurred in that ten year
      period:

            


    

    


    
      	
              d)  

            	
              If
      the non-Basin Gulch gold resource base of the Company does not exceed two
      million ounces of gold;

            


    

     

    
      	
              e)  

            	
              If
      the Company does not have an operating mine which generates at least
      $10,000,000 of gross sales from operations as shown on it’s annual audited
      financial statements.

            


    

     

    
      	
              f)  

            	
              The
      Company’s share price does not exceed $5.00 per
  share

            


    

     

    It is the
intent of the Board that this allocation of restricted shares shall be an
incentive to the President to establish Aultra Gold Inc. as a successful
operating corporation.

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    


    7.           The
Executive shall also be eligible an incentive stock option for

    common
shares of Aultra Gold Inc subject to applicable regulatory rules, and the
provisions of the Company=s
stock option plan

    


    REIMBURSEMENT OF
EXPENSES

    


    
      	
              8.

            	
              All
      the Executive=s
      reasonable expenses related to the Business will be reimbursed upon the
      submittal by the Executive of an expense report with appropriate
      supporting documentation including any relocation expenses which may be
      reasonably incurred by the
Executive.

            


    

    


    TERMINATION

    


    
      	
              9.

            	
              This
      Agreement and the Employment may be terminated by Aultra Gold Inc.
      summarily and without notice, or payment in lieu of notice, severance
      payments, benefits, damages of any sums whatsoever, on the occurrence of
      any one or more of the following
events:

            


    

    


    
      	
              (A)  

            	
              cause
      for termination of the Executive at common law exists resulting from,
      without limiting the generality of the foregoing, fraud, dishonesty,
      illegality, material breach of statute or regulation, or gross
      incompetence;

            


    

    


    
      	
              (B)  

            	
              failure
      on the part of the Executive to disclose material facts concerning his
      business interests outside Aultra Gold Inc. which conflict with the
      interests of Aultra Gold Inc;

            


    

    


    
      	
              (C)  

            	
              refusal
      on the part of the Executive to follow reasonable and lawful directions of
      the Board of Directors of Aultra Gold
Inc.;

            


    

    


    
      	
              (D)  

            	
              Breach
      of fiduciary duty on the part of the Executive to Aultra Gold Inc in the
      event the Executive is a director or officer of Aultra Gold Inc. or its
      subsidiaries;

            


    

    


    
      	
              (E)  

            	
              Material
      breach of this Agreement or gross negligence on the part of the Executive
      in carrying out his duties under this Agreement;
  or

            


    

    


    
      	
              (F)  

            	
              A
      declaration of bankruptcy on the part of the Executive by a court of
      competent jurisdiction.

            


    

    


    
      	
               
      

            	
              (G)

            	
              Notice
      from any regulatory agency that a termination is required or necessary to
      maintain good standing with that
agency.

            


    

    


    
      	
              10.

            	
              This
      Agreement and the Employment may be terminated on notice by Aultra Gold
      Inc to the Executive for any reason other than for the reasons set out in
      paragraph 8 of this Agreement upon payment to the Executive at termination
      of 12 months=
      Base Salary and benefits in lieu of notice, severance, damages or other
      payments of any kind whatsoever.

            


    

    


    
      	
              11.

            	
              This
      Agreement and the Employment may be terminated on notice by the Executive
      to Aultra Gold Inc by giving 60 days notice, as a result of which Aultra
      Gold Inc. shall have no further obligations to the Executive following the
      effective date of termination save as provided for in paragraph 8 of this
      Agreement.

            


    

    


    
      	
              12.

            	
              In
      the event of the Executive=s
      death or in the event this Agreement and the Employment are terminate
      pursuant to paragraph 2 (C) hereof, the benefits referred to in paragraph
      6 (c) to which the Executive or his estate becomes entitled as at the date
      of the his death, applicable, shall not be forfeited but shall be paid in
      full.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    


    SEVERALABILITY

    


    
      	
              13.

            	
              The
      invalidity or unenforceability of any provisions of this Agreement will
      not affect the validity or enforceability of any provisions, and any
      invalid provision will be severable from this
  Agreement.

            


    

    


    GOVERNING
LAW

    


    
      	
              14.

            	
              This
      Agreement is governed by and is to be construed, interpreted and enforced
      accordance with the laws of the employee=s
      country of residence.

            


    

    


    HEIRS/SUCCESSORS
BOUND

    


    
      	
              15.

            	
              This
      Agreement enures to the benefit of and is binding upon the parties and
      their respective heirs, administrators, executors, successors and assigns
      as appropriate.

            


    

    


    ASSIGNMENT

    


    
      	
              16.

            	
              This
      Agreement is not assignable by a party without the consent in writing of
      the other party, which consent may not be unreasonably
      withheld.

            


    

    


    ENTIRE
AGREEMENT

    


    
      	
              17.

            	
              As
      of its date of execution, this Agreement supercedes all prior agreements
      between the parties, and constitutes the entire agreement between the
      parties.  The parties agree that there are no other collateral
      agreements or understandings between them except as set out in this
      Agreement.

            


    

    


    AMENDMENT

    


    
      	
              18.

            	
              This
      Agreement may be amended only in writing signed by the parties and
      witnessed.

            


    

    


    HEADINGS

    


    
      	
              19.

            	
              All
      headings in this Agreement are for convenience only and shall not be used
      for the interpretation of this
Agreement.

            


    

    


    RECOURSE ON
BREACH

    


    
      	
              20.

            	
              The
      Executive acknowledges that, in relation to paragraphs 5 and 26 of this
      Agreement, damages would be an insufficient remedy for a breach of this
      Agreement and agrees that Aultra Gold Inc. may apply for and obtain any
      relief available to it in a court of law or equity, including injunctive
      relief, to restrain breach or threat of breach of this Agreement or to
      enforce the covenants contained
therein.

            


    

    


    INSURANCE
BENEFITS

    


    
      	
              21.

            	
              Upon
      termination of this Agreement and the Employment hereunder for any reason,
      any accrued benefits or interest under employee benefits or interest under
      employee benefit programs then held by Aultra Gold Inc. in respect of the
      Executive shall be, to the extent possible, assigned to the Executive at
      no cost to him, provided that the Executive shall thereupon and thereafter
      be responsible for the making of any payment or premium in respect
      thereof.

            


    

    


    CONFIDENTIALITY OF
AGREEMENT

    


    
      	
              22.

            	
              The
      parties agree that this Agreement is confidential and shall remain
      so.  The parties agree that this Agreement or the contents
      hereof shall be divulged by any party without the consent in writing of
      the other party, with the exception of disclosure to personal advisors and
      the disclosure that may be required by the laws of any jurisdiction in
      which the Business is conducted or may be conducted in the
      future.  Each party agrees to request of its personal advisors
      that they enter into similar agreements of confidentiality if requested to
      do so by the other party to this
Agreement.

            


    

    


    INDEPENDENT LEGAL
ADVICE

    


    
      	
              23.

            	
              The
      Executive agrees that he had independent legal advice in connection with
      the execution of the Agreement in its entirety, understands its contents
      and is signing this Agreement freely and voluntarily, without duress or
      undue influence of any party.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    NOTICE

    


    
      	
              24.

            	
              Any
      notice required or permitted to be made or given under this Agreement to
      either party shall be in writing and shall be sufficiently given if
      delivered personally, by telecopy or if sent by prepaid registered mail to
      the intended recipient of such notice
at:

            


    

    


    a) In the
case of Aultra Gold Inc. to:

    


    AULTRA GOLD INC., a company
incorporated under the laws of the State of Nevada having an office at PO Box
1049. Jacksonville, OR 97530

    


    b) In the
case of the Executive, to:

    


    Rauno Perttu an individual who
resides in Jacksonville OR and receives mail at PO Box 1049, Jacksonville OR
97530

    


    Or at
such other address as the party to whom such writing is to be given shall
provide in writing to the party giving the said notice.  Any notice
delivered to the party to whom it is addressed shall be deemed to have been
given and received on the day it is so delivered or sent by telecopy and so
received, or, if such day is not a business day, then on the next business day
following any such day.  Any notice mailed shall be deemed to have
given and received on the fifth business day following the date of
mailing.

    


    CONFIDENTIALITY/NON-COMPETITION

    


    
      	
              25.

            	
              The
      parties hereby agree that all trade secrets, trade names, client
      information, client files, mining assets and information in connection
      therewith relating to the Business shall become or remain, on execution of
      this Agreement, and shall thereafter, as the case may be, the sole
      property of Aultra Gold Inc whether arising before or after the execution
      of this Agreement.  The Executive agrees not to divulge any of
      the foregoing to any person, partnership or corporation or to assist in
      the disclosure or divulging of any such information, directly or
      indirectly, except as authorized in writing by the Board of Directors of
      Aultra Gold Inc.

            


    

    


    SURVIVAL

    


    
      	
              26.

            	
              Paragraphs
      5, 22, 24 and 26 shall survive the termination of this Agreement and the
      Employment and shall continue in full force and effecting according to
      their terms.

            


    

    


    IN
WITNESS WHEREOF the parties hereto have executed these presents under their
respective seals and hands of their proper offices authorized in that behalf, as
applicable.

    


    


    
      	
              Per_____________________________

            	
              Per________________________

            


    

    
      	
                    Authorized
      Signatory of Aultra Gold Inc.

            	
                    Employee

            


    

    


    


    


    SIGNED,
by in the presence of

    


    
      	
              _____________________________

            	
                   ________________________

            


    

    
      	
               
      

            	
              Signature     Signature

            


    

    


    


    
      	
              ____________________________

            	
                   _________________________

            


    

    
      	
               
      

            	
              Print
      Name     Print
Name

            


    

    


    


    
      	
              ___________________________

            	
                    ________________________

            


    

    
      	
               
      

            	
              Address      Address

            


    

    


    


     

     

     

    5