Filed by sedaredgar.com - Contact Minerals Corp. - Exhibit4.1






SAMPLE FORM CONVERTIBLE NOTE

	No. {____} 	U.S. {____} 


CONTACT MINERALS CORP.
(Incorporated under the laws of
the State of Nevada)

10% CONVERTIBLE NOTE 
DUE JANUARY 31, 2011

(BEING ONE OF A SERIES OF CONVERTIBLE NOTES APPROVED BY
RESOLUTION 
OF THE DIRECTORS OF THE COMPANY DATED JANUARY 8, 2009, 
AND
SUBJECT TO THE TERMS AND CONDITIONS (THE “TERMS”) THEREOF.)

     FOR VALUE RECEIVED, CONTACT
MINERALS CORP. (herein referred to as the “Company”) promises to pay to 

	{NAME} 
	of
      {ADDRESS} 
	or any subsequent registered holder hereof (the “Holder”),
      the principal sum of 


on or prior to {DATE} (the “Maturity Date”), and to pay
interest on the principal sum outstanding on January 31st of each year
commencing on January 31, 2010, at the rate of 10% per annum subject to
adjustment for any part period in accordance with the Terms of this Note. Such
interest shall be paid in United States currency or common shares in accordance
with the Terms of this Note, to the person and at the address in whose name this
Note is registered on the records of the Company regarding registration and
transfers of the Notes (the “Note Register”) on the business day immediately
preceding the payment date. The principal of this Note is payable, if converted
in shares of Common Stock, or if not converted, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts, to the person and at the address in whose name this
Note is registered on the Note Register on the business day immediately
preceding the payment date. The forwarding of such payment shall constitute a
payment hereunder and shall satisfy and discharge the liability for principal on
this Note to the extent of the sum or Common Shares so paid.

     THIS NOTE is one of a duly
authorized issue of Notes of the Company, designated as its 10% Convertible
Notes due January 31, 2011 (the “Notes”).

     THIS NOTE is subject to the terms
and conditions established by Resolution of the Directors of the Company dated
January 8, 2009 creating the series of Notes, which are incorporated herein by
reference, and available for inspection at the head office of the Company at 595
Hornby Street, Suite 706, Vancouver, British Columbia, Canada V6C 2E8.

     IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed by an officer thereunto
duly authorized.

	 	CONTACT MINERALS
      CORP. 
	 Date: 	 	
	 	 	  
	 	 By: 	                                                                              
	 	 	Kerry J. McCullagh, President
  






NOTICE OF CONVERSION

	TO: 	CONTACT MINERALS CORP.



The undersigned hereby exercises the right to convert Notes
into shares of Common Stock (“Common Stock”) of Contact Minerals Corp.
surrendered herewith according to the Terms of the Note and herewith makes
payment by cash, certified check or bank draft of the Conversion Price in full.
No fee will be charged to the Holder for any conversion.

The undersigned represents and warrants that all offers and
sales by the undersigned of the Common Stock issuable to the undersigned upon
conversion of the Notes shall be made in compliance with Regulation S, pursuant
to registration of the Common Stock under the Securities Act of 1933, as amended
(the ‘Act’) or pursuant to an exemption from registration under the Act.

	 	 	 
	DATE OF CONVERSION 	 	AUTHORIZED SIGNATURE 
	 	 	 
	 	 	 
	AMOUNT OF CONVERSION 	 	NAME 
	 	 	 
	 	 	 
	  	 	ADDRESS 
	 	 	 
	 	 	 
	  	 	CITY, STATE/PROVINCE/CODE 


* No shares of Common Stock will be issued until the original
Note(s) to be converted and the Notice of Conversion are received by the
Company. The Company shall use its best efforts to issue and deliver shares of
Common Stock to an overnight courier not later than three business days
following receipt of the original Notes to be converted, and shall make payments
pursuant to the Subscription Agreement for the number of business days such
issuance and delivery is late. 

 

TRANSFER FORM

FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto

	 
	Please print or typewrite name and address of assignee
  
	 


$_______________ of the principal amount of the within
Convertible Note of Contact Minerals Corp., together with any accrued and unpaid
interest thereon and hereby irrevocably constitutes and appoints
__________________________________ Attorney to transfer the said Note on the
register of the 10% Convertible Notes due January 31, 2011 of Contact Minerals
Corp. with full power of substitution in the premises.

Dated ____________________________

_________________________________
SIGNATURE OF REGISTERED
HOLDER

Instructions:

	1. 	
      Signature of the registered holder must be the signature
      of the person appearing on the face of this Convertible Note.

	2. 	
      If the Transfer Form is signed by a trustee, executor,
      administrator, curator, guardian, attorney, officer of a corporation or
      any person acting in a fiduciary or representative capacity, the
      certificate must be accompanied by evidence of authority to sign
      satisfactory to Contact Minerals Corp.

	3. 	
      The signature on the Transfer Form must be guaranteed by
      an authorized officer of a chartered bank, trust company or an investment
      dealer who is a member of a recognized stock exchange.

	4. 	
      The Notes shall only be transferable in accordance with
      applicable laws.



 

LEGEND

NEITHER THESE SECURITIES, THE SECURITIES ISSUABLE UPON
CONVERSION HEREOF OR THE SECURITIES ISSUED AS PAYMENT OF INTEREST HEREON HAVE
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE OR PROVINCE OR UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES ARE RESTRICTED AND MAY
NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OR OTHER APPLICABLE SECURITIES LAWS PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE ACT.