EX-3.4


    EMPLOYMENT
      AGREEMENT

    


    


    THIS
      AGREEMENT
      made as
      of this 31st day of January, 2006

    


    BETWEEN:

    


    Aultra
      Gold Inc. (Canada),
      a
      British Columbia corporation, having a head office at 1750 - 999 West Hastings
      Street, 

    Vancouver,
      British Columbia, V6C 2W2

    


    (the
      "Company")

    


    OF
      THE FIRST PART

    


    AND:

    


    Mr.
      Rauno Perttu,
      of 2816
      Upper Applegate Road, 

    Jacksonville
      OR 97530

    


    (the
      "Employee")

    


    OF
      THE SECOND PART

    


    WHEREAS:

    


    A.  The
      Employee has expertise in the acquisition and financing of mineral
      properties;

    


    B.  The
      Company has agreed to employ the Employee and the Employee has agreed to accept
      such employment on the terms and conditions of the Company hereinafter set
      forth;

    


    NOW
      THEREFORE
      in
      consideration of the premises and mutual covenants herein contained, the parties
      hereto agree as follows:

    


    


    1. ENGAGEMENT
      OF SERVICES

    


    
      	
              1.1

            	
              Employment
                -
                The Company hereby agrees to employ the Employee as President and
                Chief
                Executive Officer of the Company and of any affiliated or subsidiary
                companies for the purpose of carrying on the same or the similar
                business
                of business
                of acquiring and exploring gold and mineral properties with proven
                and
                probable reserves
                and the Employee hereby accepts such employment.
                

            


    

    


    
      	1.2	
              Scope
                of Duties
                -
                The Employee shall perform such duties, functions and assignments
                related
                to the Company's business as may from time to time be reasonably
                required
                of him by the Board of Directors of the Company or in the case of
                an
                affiliate or subsidiary company, by the Board of Directors of that
                Company. In addition the Employee shall be responsible
                for:

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
            	
              (a)

            	
              seeking
                out mineral properties for acquisition by the
                Company;

            


    

    


    
      	 	
              (b)

            	
              conducting
                negotiations on behalf of the Company in respect of the acquisition
                of
                mineral properties, including options to acquire mineral
                properties;

            


    

    


    
      	 	
              (c)

            	
              exploring,
                drilling, developing, constructing, operating mines;
                and

            


    

    


    
      	 	
              (d)

            	
              assisting
                the Company in obtaining all equity financing needed by it in connection
                with the exploration and development of the mineral properties acquired
                during the term of this Agreement,

            


    

    


    
      	 	
              subject
                at all times to the direction of the Board of Directors of the Company.
                

            


    

    


    


    2. TERM
      OF AGREEMENT

    


    
      	
              2.1

            	
              Term
                -
                The term of this Agreement shall commence on the date first written
                above
                and shall continue in effect until this Agreement is terminated pursuant
                to the provisions of Article 5 (the
                "Term").

            


    

    


    


    3. REMUNERATION

    


    
      	
              3.1

            	
              Salary
                -
                The Company shall pay to the Employee the sum of $10,000 per month
                during
                the Term, on the last day of each and every month throughout the
                Term.

            


    

    


    
      	
              3.2

            	
              Expenses
                -
                The Company shall reimburse the Employee for all reasonable traveling,
                promotional and other expenses actually and properly incurred by
                him in
                his duties hereunder. All claims for reimbursement submitted by the
                Employee shall be supported by receipts or other evidence satisfactory
                to
                the Company.

            


    

    


    
      	
              3.3

            	
              Stock
                options
                -
                In addition to the compensation provided for in paragraph 3.1, the
                Employee shall be entitled to such stock options as may be approved
                by the
                Board of Directors of the Company and the regulatory authorities
                and shall
                be entitled to participate in any employee share purchase plans as
                may
                from time to time be established by the Board of Directors of the
                Company.

            


    

    


    
      	
              3.4

            	
              Benefits
                -
                The Employee shall be entitled to participate in all other benefit
                plans
                adopted by the Company for its employees from time to
                time.

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. CONFIDENTIALITY

    


    
      	
              4.1

            	
              Non-disclosure
                of corporate information
                -
                The Employee shall not, either during the course of providing his
                services
                hereunder or at any time thereafter, disclose to any person, other
                than to
                the directors and employees of the Company in the course of providing
                his
                services hereunder, any confidential information concerning the business
                or affairs of the Company which the Employee may have acquired in
                the
                  course of or incidental to providing his services hereunder or
                otherwise.

            


    

    


    
      	
              4.2

            	
              Use
                of corporate information
                -
                The Employee shall not directly or indirectly use (whether for his
                own
                benefit or to the detriment or intended detriment of the Company)
                any
                confidential information he may acquire with respect to the business
                and
                affairs of the Company. All such information shall be held by the
                Employee
                in trust for the sole benefit of the
                Company.

            


    

    


    


    5. TERMINATION

    


    
      	
              5.1

            	
              Termination
                by Company
                -
                Notwithstanding paragraph 2.1, the Company may terminate this Agreement
                prior to the expiry of the Term at any time without notice for just
                cause,
                or without cause upon 3 months notice in writing or upon the payment
                to
                the Employee of $30,000 in lieu of such
                notice.

            


    

    


    
      	
              5.2

            	
              Termination
                by the Employee
                -
                The Employee may terminate this Agreement upon 3 months notice in
                writing
                to the Company, or without notice for just
                cause.

            


    

    


    
      	
              5.3

            	
              Disability
                -
                If the Employee fails, by reason of illness or mental or physical
                disability or other incapacity, to perform his duties hereunder for
                any
                six consecutive calendar months in any twelve month period during
                the
                Term, then either the Employee or the Company may at the expiration
                of
                such six month period deliver notice to the other party that this
                Agreement and the employment of the Employee hereunder is terminated,
                and
                upon such notice being delivered by the Company or the Employee,
                this
                Agreement and such employment shall
                terminate.

            


    

    


    


    6.
       GENERAL
      PROVISIONS

    


    
      	
              6.1

            	
              Governing
                Law
                -
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the Province of British Columbia, and the parties agree to
                submit
                to the jurisdiction of the courts of British Columbia with respect
                to any
                legal proceedings arising herefrom.

            


    

    


    
      	
              6.2

            	
              Notice
                -
                Any notice required or permitted to be given under this Agreement
                shall be
                in writing and may be delivered personally or by prepaid registered
                post
                addressed to the parties at the above mentioned addresses or at such
                other
                address of which notice may be given by such party. Any notice shall
                be
                deemed to have been received, if personally delivered, on the date
                of
                delivery, and if mailed as aforesaid, then on the fourth business
                day
                following the day of mailing.

            


    

    


    
      	
              6.3

            	
              Assignment
                -
                This Agreement may not be assigned in whole or in part by either
                of the
                parties. 

            


    

    


    IN
      WITNESS WHEREOF
      the
      parties have executed this Agreement as of the day and year first above
      written.

    


    Aultra
      Gold, Inc. (Canada)

    
 

    _______________________________

    Authorized
      Signatory

    


    


    
      	
              SIGNED,
                SEALED & DELIVERED 

              by
                Rauno Perttu in the presence of:

              ___________________________________

              Signature
                of Witness

               

              Name:
                ___________________________________

              Address:
                _________________________________  

              ___________________________________

               

               

              Occupation:
                ______________________________ 

            	
              )

              )

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              ) Rauno
                Perttu

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