Filed by sedaredgar.com - Chancery Resources Inc. - Exhibit 10.1






SHARE CANCELLATION/RETURN TO TREASURY
AGREEMENT

THIS AGREEMENT made the 27th day of May, 2008

BETWEEN:

Chancery Resources, Inc. 
(the
"Company") 

AND: 

Geoffrey Gachallan

("Gachallan")

WHEREAS:

A. Gachallan is the holder of 121,000,000 post split shares of
the Company’s common stock and agrees herein to cancel 119,000,000 of such
shares (the “Gachallan Shares”);

B. Gachallan agrees to the cancellation of the Gachallan Shares
as he has ceased acting as a director or officer of the Company, has no
involvement with the Company’s current or proposed business operations and seeks
to benefit the Company’s minority shareholders with such cancellation; and

C. Each of the Company, and Gachallan deem it to be in their
respective best interests to immediately cancel the Gachallan Shares.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the mutual covenants contained herein (the sufficiency whereof is hereby
acknowledged by the parties hereto), the parties hereby agree to and with each
other as follows:

	1. 	
      CANCELLATION OF GACHALLAN SHARES

	 	 	 
		1.1 	
      The Gachallan Shares shall be cancelled effective on the
      date of this Agreement.

	 	 	 
	2. 	
      RELEASE

	 	 	 
		2.1 	
      Gachallan, together with his heirs, executors,
      administrators, and assigns, does hereby remise, release and forever
      discharge the Company, its respective directors, officers, shareholders,
      employees and agents, and their respective successors and assigns, of and
      from all claims, causes of action, suits and demands whatsoever which
      Gachallan ever had, now or may have howsoever arising out of the original
      grant and this cancellation of the Gachallan Shares.

	 	 	 
	3. 	
      COUNTERPARTS

	 	 	 
		3.1 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument.

	 	 	 
	4. 	
      ELECTRONIC MEANS

	 	 	 
		4.1 	
      Delivery of an executed copy of this Agreement by
      electronic facsimile transmission or other means of electronic
      communication capable of producing a printed copy will be deemed to be
      execution and delivery of this Agreement as of the date set forth on page
      one of this Agreement.







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	5. 	
      FURTHER ASSURANCES

	 	 	 
		5.1 	
      As and so often as may be required, the parties will
      execute and deliver all such further documents, do or cause to be done all
      such further acts and things, and give all such further assurances as in
      the opinion of the Company or its counsel are necessary or advisable to
      give full effect to the provisions and intent of this Agreement.

	 	 	 
	6. 	
      PROPER LAW

	 	 	 
		6.1 	
      This Agreement will be governed by and construed in
      accordance with the law of the State of Nevada.

	 	 	 
	7. 	
      INDEPENDENT LEGAL ADVICE

	 	 	 
		7.1 	
      Gachallan hereby acknowledge that this Agreement was
      prepared by Macdonald Tuskey for the Company and that Macdonald Tuskey
      does not represent Gachallan. By signing this Agreement, Gachallan
      confirms that he fully understands this Agreement and (a) has obtained
      independent legal advice or (b) waives the right to obtain independent
      legal advice.



IN WITNESS WHEREOF the parties have executed and
delivered this Agreement.

CHANCERY RESOURCES, INC.

	Per: 	/s/ Julio Restrepo Gutierrez 
	  	Authorized Signatory 


/s/ Greg Gachallan
GREG
GACHALLAN