**INDEPENDENT
      CONTRACTOR AGREEMENT**





**THIS
      INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”)** is
      made as
      of the
      11th day of May, 2006.





**BETWEEN:**





**MOUNTAIN
      PROVINCE DIAMONDS INC.**





(the
      “Company”)





-
      and
      -





**JENNIFER
      DAWSON**





(the
      “Contractor”)





(collectively
      referred to as the “Parties”)





**RECITALS:**


**A.**
                  The
                      Company is engaged in the business of mineral exploration and
                      development.
  **B.**
                  The
                      Company has agreed to retain the services of the Contractor
                      and will
                      engage the Contractor to perform work on its behalf and will
                      appoint the
                      Contractor to the position of Chief Financial Officer and Corporate
                      Secretary of the Company.
  **THEREFORE,** the
            Parties agree as follows:
 **1.** **Term
              of agreement**
  **1.1** The
              term
              of this Agreement shall be for the period (the “Term”) commencing on May 11,
              2006 and terminating on April 30, 2007 (the “Agreement Expiry Date”), unless
              extended further or terminated earlier, all in accordance with the
              provisions
              contained herein.
   **1.2** Unless
              either Party not less than 60 days prior to the Agreement Expiry Date
              then in
              effect hereunder, gives notice to the other Party that this Agreement
              will not
              be renewed, the Agreement Expiry Date will be amended to the next anniversary
              date of the Agreement Expiry Date and the Agreement will continue,
              unamended.
  **1.3** Notwithstanding
              the foregoing, the Term may expire before an Agreement Expiry Date
              in the event
              that: (a) the Contractor in performing the Services either by omission
              or
              commission, engages in conduct which would entitle the Company to terminate
              her
              services for cause; or (b) following a Change of Control as set forth
              in section
              7 of this Agreement.
  
  **2.** **SERVICES
              TO BE PROVIDED**
 
 The
            Company hereby retains the Contractor for the purposes of providing only
            such
            services as the Parties may agree from time to time during the Term (the
            “Services”). The Contractor agrees that the Contractor will be primarily
            responsible for providing services hereunder. The Parties agree that
            there shall
            be no set hours of work to provide the Services.
  **3.** **FEES**
 
 In
            consideration of the Services provided, the Company shall pay to the
            Contractor
            an hourly fee of $150.00 per hour
            (prorated for partial hours) worked (the “Fee”) plus applicable Goods and
            Services Tax (“GST”) payable monthly. Payments will be made within seven (7)
            days of receipt by the Company of a monthly invoice submitted by the
            Contractor.
            The Contractor agrees to reference the applicable GST registration number
            on all
            such invoices. The Parties agree that the Fee will be reviewed from time
            to
            time, with any mutually agreed changes to the Fee to be documented as
            amendments
            to this Agreement
  **4.** **INDEPENDENT
              CONTRACTOR**
 
 The
            Contractor is and shall remain at all times an independent contractor
            and has
            sole responsibility to comply with all laws, rules and regulations relating
            to
            the provision of Services, including without limitation, the *Income
            Tax Act* (Canada), the *Employment
            Insurance Act* (Canada), the *Employer
            Health Tax Act* (Ontario), and the *Canada
            Pension Plan Act* .
            As an
            independent contractor, the Contractor shall be responsible for any employment
            related benefits she may wish to secure for herself, including without
            limitation, any payments under the *Employment
            Standards Act* (Ontario).
  **5.** **REGISTRATION**
  The
              Contractor shall obtain a GST registration number and shall be responsible
              for
              remitting GST to the applicable regulatory authorities in accordance
              with the *Excise
              Tax Act* (Canada).
  **6.** **CONFIDENTIAL
              INFORMATION**
  The
              Contractor’s retainer with the Company will provide the Contractor with access
              to certain information relating to the Company, its customers, suppliers,
              distributors, employees, and its affiliates, subsidiaries and related
              companies
              of an extremely confidential nature (the “Confidential
              Information”). **** The
              Contractor agrees not to disclose any Confidential Information without
              the prior
              written consent of the Company or to make use of such information for
              the
              Contractor’s benefit, or for the benefit of any other person, firm, corporation
              or entity.
  **7.** **CHANGE
              IN CONTROL**
 
 **7.1**  “Change
            in Control” shall be deemed to have occurred if, for any reason, on or after the
            date hereof: (i) there shall occur a sale, transfer or other disposition
            of all
            or substantially all of the property or assets of the Company other than
            to an
            affiliate (as that term is defined in the *Securities
            Act* (Ontario); or (ii) there shall occur any change in the holding, direct
            or
            indirect, of securities of the Company or any voting rights attached
            to any
            securities of the Company, as a result of which any person (as defined
            in the *Securities
            Act* (Ontario)), or a group of persons acting jointly or in concert, or person
            associated or affiliated with any such person or group within the meaning
            of the *Securities
            Act* (Ontario) would be entitled to cast more than 50% of the votes attached
            to all
            securities of the Company that may be cast to elect Directors of the
            Company or
            the votes carried by such securities are entitled, if exercised, to elect
            a
            majority of the Board of Directors of the Company.
 
 
 **7.2**  Unless
            the Contractor has consented in writing in advance to a proposed Change
            in
            Control, in the event that a Change in Control occurs during the Term,
            the
            Contractor will be paid a lump sum as defined below (and applicable GST)
            effective the date on which the Change in Control occurs, and this Agreement
            shall terminate on the date of such payment.
 
 The
            calculation for such Change in Control payment to the Contractor will
            be equal
            to either (a) the last 12 months of invoiced and billable amounts by
            the
            Contractor to the Company for services provided, if 12 months of such
            services
            have been provided, or (b) in the case of a Change in Control before
            12 months
            of invoiced and billable amounts have arisen, the amount of invoiced
            and
            billable amounts for services provided annualized for a 12 month
            period.
  **8.** **SEVERABILITY**
 Any
            provisions of this Agreement found to be void or unenforceable are separate
            and
            distinct, and the remaining provisions shall remain in full force and
            effect.
  **9.** **SUCCESSORS**
 
 This
            Agreement shall be binding upon any successor (whether direct or indirect,
            by
            purchase, merger, amalgamation, business reorganization or otherwise)
            to all or
            substantially all of the business and/or assets of the Company.
  **10.** **GOVERNING
              LAW**
 
 This
            Agreement shall be interpreted and construed in accordance with the laws
            of the
            province of Ontario and the laws of Canada applicable therein.
 
 **IN
            WITNESS OF WHICH** the
            Parties have duly executed this Agreement:
 
 
 **MOUNTAIN PROVINCE DIAMONDS
                          INC.**
                      
                      By:
                        _____________________________________
                      
                      
                      
                      **JENNIFER
                        DAWSON**
                      
                      
                      By:
                        _____________________________________