Filed by sedaredgar.com - Continental Minerals Corp. - Exhibit 4.1






CORPORATE SERVICES AGREEMENT

This Corporate Services Agreement (the “Agreement”) is made as
of the 1st day of June, 2008 

BETWEEN:

HUNTER DICKINSON INC. (to be
renamed Hunter Dickinson Services Inc.), a company incorporated under the
federal laws of Canada

(hereinafter referred to as “HD
Services”),

OF THE FIRST PART

CONTINENTAL MINERALS
COPORATION, a company incorporated under the laws of British Columbia 

(hereinafter referred to as
“KMK”),

OF THE SECOND PART 

(collectively, HD Services and KMK are
the “Parties” and each is a “Party”) 

WHEREAS:

	A. 	
      HD Services is a company established to provide
      technical, geological, corporate communications, administrative and
      management services for public companies involved in the acquisition,
      exploration and development of natural resource properties; and

	 	 
	B. 	
      KMK and HD Services have agreed that HD Services will
      provide technical, geological, corporate communications, administrative
      and management services as more particularly described
  herein.



NOW THEREFORE, in consideration of the premises and of the
mutual covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which consideration each Party
acknowledges, the Parties agree as follows:

ARTICLE 1 - ENGAGEMENT

1.01 Engagement

During the term of this Agreement, which shall be determined in
accordance with Article 7 (the “Term”), HD Services shall, subject to the
terms and conditions hereof, supply technical, geological, corporate
communications, administrative and management services as more particularly
described in sections 1.02, 1.03 and 1.04 (the “Corporate Services”) to
KMK.




1.02 Program Services

Subject to receipt of a written request by KMK in accordance
with section 1.05, HD Services shall together with KMK management and such other
consultants as KMK chooses to involve, review the resource property portfolio of
KMK with a view to making recommendations for the design and implementation of
programs of exploration and/or development (“Programs”) for the mineral
properties of KMK. Such recommendations shall be accompanied by reasonable
details of the proposed Program, including scheduling, description of activities
and budgets. Upon written mutual acceptance of such Program(s) by KMK and HD
Services (with or without variations that the Parties may agree, and where
acceptance is in the sole discretion of each Party), HD Services shall carry out
each Program and shall generally:

	 	(a) 	
      provide and/or retain the necessary technical and support
      staff;

	 	 	 
	 	(b) 	
      negotiate third party service contracts for execution by
      KMK, or subject to the agreed terms of implementation of the Program(s),
      execute such contracts as agent for KMK. Such third party contracts may
      include (without limitation) geophysical and geochemical surveys,
      sampling, line cutting, diamond drilling, engineering, environmental,
      independent analyses and reporting and such other work as has been agreed
      in respect of such Program;

	 	 	 
	 	(c) 	
      apply for necessary regulatory permits and
    licences;

	 	 	 
	 	(d) 	
      provide field staff to supervise and oversee the work of
      HD Services staff and subcontractors;

	 	 	 
	 	(e) 	
      obtain appropriate insurance and assist in making
      application and relevant filings pertaining to the maintenance of titles
      to the property as well as filing of assessment work respecting
      exploration work carried out; and

	 	 	 
	 	(f) 	
      provide general administration of the Program including
      accounting, payment of third party invoices and reporting
  thereon,



(collectively, the “Program Services”).

1.03 General Corporate Services

Subject to receipt of a written request by KMK in accordance
with section 1.05 which is agreeable to HD Services, HD Services shall also:

	 	(a) 	
      perform general corporate services for KMK as required in
      relation to, but not limited to other matters such as administration,
      accounting, legal, regulatory reporting, management information and
      information technology services and personnel, but excluding corporate
      finance, funding and treasury functions.

	 	 	 
	 	(b) 	
      provide incidental assistance with corporate
      communications programs, including investor relationship management, HD
      Services website services, and corporate brochures regarding KMK; provided
      that these services shall not constitute



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professional investor relations
services as defined by the TSX Venture Exchange, if applicable, or other
regulatory policies.

1.04 Other Services

Subject to receipt of a written request by KMK in accordance
with section 1.05 which is agreeable to HD Services, HD Services shall also
provide to KMK services within its expertise in addition to those described in
sections 1.02 and 1.03. Services referred to in section 1.02, 1.03 and 1.04 are
herein “Corporate Services”.

1.05 Requested Corporate Services to be Evidenced
in Writing

The Corporate Services to be provided by HD Services to KMK
shall generally be agreed on an annual basis and shall be initiated by KMK in a
written communication and indicate KMK’s requirements and expectations in
reasonable detail, including required timing. HD Services shall promptly respond
to this request with a written proposal and shall mutually agree with KMK upon
the level, degree and cost of contracted Corporate Services for the next twelve
months, such agreement to be evidenced by a document in writing signed by the
CEO of KMK and the CEO of HD Services. The Parties shall use their commercially
reasonable efforts to develop and agree upon such Corporate Services at least
three months in advance of the annual renewal period of this Agreement.

1.06 Standard of Care

HD Services shall provide the Program Services and the
Corporate Services (together the “Services”) in a proper and workmanlike and
efficient manner, in accordance with accepted mining industry standards and
practices and shall exercise the degree of care and skill that a reasonably
prudent advisor would exercise in comparable circumstances. HD Services shall
comply with the terms of KMK’s licences, permits, contracts and other agreements
pertaining to the material mineral properties of KMK and applicable laws.

1.07 Independent Contractor

In the performance of the Services HD Services, shall act as an
independent contractor, and as agent of KMK only to the extent expressly
mandated in the agreed written Program or Corporate Services implementation.
Nothing herein shall constitute or be construed to be or create a partnership or
joint venture between HD Services and KMK and/or its affiliates. All debts and
liabilities to third persons incurred by HD Services in the course of providing
the Services in accordance with this Agreement shall be deemed to be the debts
and obligations of KMK only and HD Services and its affiliates shall be
indemnified by KMK in respect of such debts and liabilities to such third
parties. HD Services shall inform third parties with whom it deals on behalf of
KMK that it does so on behalf of KMK, and may take any other reasonable steps to
carry out the intent of this section 1.07. For purposes of administration of any
Program, the status of KMK as manager or operator of any of KMK’s joint venture
and other operating agreements in respect of which it is manager or operator is
not intended to be in any way affected by this Agreement. HD Services’ role in
relation to any such Program shall solely be as an independent contractor
providing advice and services to KMK.

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ARTICLE 2 - PAYMENTS TO HD SERVICES

2.01 Program Budget

The fees payable by KMK to HD Services for the Program Services
in accordance with Article 2 shall be included in the budget forming part of any
Program approved by KMK in accordance with section 1.02. HD Services shall
promptly notify KMK of any material departure from the budget of an adopted
Program (a “material departure” for such purposes being an increase above
budgeted costs of more than 10% (ten percent)). Amendments to a Program must be
agreed to in writing by KMK and HD Services, including amendments to the budget,
failing which KMK may terminate the relevant Program. Notwithstanding the
foregoing, HD Services shall not be required to itself bear the cost of any
material departures. Nothing contained in this Agreement shall oblige HD
Services, in the absence of express agreement to the contrary, to incur any
indebtedness for or on behalf of, or advance any credit to KMK.

2.02 Monthly Fee

KMK shall pay a monthly fee to HD Services for those Corporate
Services provided to KMK (the “Monthly Fee”). The Monthly Fee shall be
calculated on the basis of the time spent by HD Services employees and other
staff providing such Corporate Services and based on the rates set out in the HD
Services Charge-Out Rates Schedule attached hereto as Annexure A, which rates
may be amended from time to time by HD Services by providing to KMK, on not less
than 30 days advance notice, an updated HD Services Charge-Out Rate Schedule. HD
Services acknowledges and agrees that such rate currently, and shall be amended
from time to time to reflect the actual costs of providing such services. The
Monthly Fee, with reference to the rates in Annexure A, shall be invoiced by HD
Services monthly on a cost recovery basis. In addition, KMK shall pay directly
or reimburse HD Services in respect of third party expenditures incurred by HD
Services in respect of the Corporate Services and Programs and such expenditures
will be invoiced by HD Services monthly on a cost recovery basis. For greater
certainty, the Parties acknowledge and agree that HD Services shall operate on a
not-for-profit basis. HD Services shall provide KMK with such further
information as it may reasonably request in relation to any amount shown on any
such invoice, including reasonably satisfactory evidence of any reimbursable
costs. All invoices shall be payable no later than five (5) business days after
presentation. The aggregate annual salaries of the principals of HD Services
directly or indirectly paid by KMK and those other corporations that HD Services
provides services to will be provided to KMK by HD Services prior to execution
hereof. 

2.03 Invoices

KMK agrees to promptly pay HD Services invoices and also agrees
to advance funds against written cash calls (in the form of invoices) for
reasonably immediate expenditure requirements of HD Services such as to pay for
or secure services, to secure equipment, contractors, deposits and the like and
to honour all agreements which HD Services enters into in good faith on behalf
of KMK with third parties in the course of performing the Corporate
Services.

2.04 Sales Taxes, No Set-offs

The amounts to be billed by HD Services for Corporate Services
and third party costs under this Article 2 are subject to any GST or other
general sales tax, value added tax or any like service or 

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sales tax which may be payable from time to time. All amounts
payable under this Agreement shall be paid by KMK free and clear of any
deductions or claims for set-offs. If any amounts are required to be withheld by
applicable law, KMK shall be obliged to pay an additional amount over the amount
invoiced as will leave HD Services receiving the same net amount as HD Services
invoiced for. Any such additional amount paid for withholding by KMK will be
refunded if recovered by HD Services and HD Services will promptly apply to
recover or reduce any such withholding amounts.

2.05 Interest 

If either Party defaults in the payment when due of any sum
payable under this Agreement (howsoever determined) the liability of such Party
shall be increased to include interest on such sum from the date when such
payment is due until the date of actual payment (as well after as before
judgment) at the rate of LIBOR plus 4% (four percent). Such interest shall
accrue from day to day. For such purposes, “LIBOR” means the interest
rate per annum for deposits in US dollars for a ninety (90) day period which
appears on the Reuters LIBO page (or such other page or pages as may replace
that page or pages on that service for the purpose of displaying offered rates
of leading banks for London interbank deposits in US dollars) at or about 11:00
a.m. London time on the business day in London before and for value on the first
day of such period, provided that, if two or more such offered rates are
indicated on such display, LIBOR shall be the rate that equals the arithmetic
mean (expressed as a decimal fraction to five decimal places) of such offered
rates, and provided further that if such period is not equal to any period shown
on such page, LIBOR shall be the rate determined by interpolation from the rates
for the next longer and next shorter periods shown on such page, using the
number of days as the basis for the interpolation, expressed as a decimal
fraction to five decimal places. 

2.06 Stock Options

In addition to amounts invoiced hereunder and as additional
consideration for HD Services making available its employees and staff for
Corporate Services on an as needed basis, provided that KMK is able to rely upon
the exemption set out in section 2.24 of National Instrument 45-106, or
an equivalent exemption under applicable securities laws, in connection with the
grant of such options and is able to rely upon the exemption set out in section
2.42(1)(a) of National Instrument 45-106, or an equivalent exemption
under applicable securities laws, in connection with the issuance of the
securities that are issuable upon the exercise of such options, and subject to
KMK obtaining any security holder and regulatory approvals that may be required
in connection with the grant of such options or issuance of the underlying
securities, KMK agrees to grant, on an annual basis, to employees of HD Services
or other HD Services staff who in the reasonable opinion of KMK and HD Services,
after mutual consultation, have spent or will spend a significant amount of time
and attention on the affairs and business of KMK, (the names of whom will be
provided by HD Services) by the later of: a) 90 days from the anniversary date
of this Agreement; or b) such time as KMK normally establishes its stock options
for its officers, directors, employees and other staff, the number of options
directed by HD Services to be issued to each of such persons; provided, however,
that the aggregate number of options granted to such employees or other staff of
HD Services in any year shall not exceed the lesser of one (1) million stock
options or the number of stock options calculated by dividing the aggregate
Monthly Fee charged to KMK by HD Services for the preceding 12 months, by the
market price of the underlying securities of KMK, all subject to the terms of
KMK’s stock option plan. For the purposes of this section 2.06, “market price”


- 5 -




shall mean the volume weighted average trading price over the
five trading days immediately preceding the date of grant, or such different
number of trading days or market price calculation as may be prescribed by the
stock exchange on which KMK’s underlying securities are listed and traded or
such definition of “market price” as may be otherwise prescribed by applicable
regulatory policies. HD Services agrees to provide KMK with all information
relating to the HD Services’ employees or other staff for whom options are
sought pursuant to this section 2.06 as may required to comply with laws and
stock exchange rules that may be applicable in connection with the grant of
options and issuance of underlying securities. Where applicable securities laws
requires a direct agreement between KMK and the employee of HD Services in order
for a prospectus and registration exemption to be available for the valid grant
of such option, the Parties agree to use reasonable commercial efforts to
accommodate that requirement. The parties represent to each other they
respectively believe that KMK is able to rely upon the exemption set out in
section 2.24 of National Instrument 45-106, or another exemption under
applicable securities laws, in connection with the grant of stock options to
employees of HD Services or HD Services staff or it is able to rely upon the
exemption set out in section 2.42(1)(a) of National Instrument 45-106, or
another exemption under applicable securities laws, in connection with the
issuance of the securities that are issuable upon the exercise of such options.
KMK shall use all reasonable commercial efforts to promptly obtain any required
shareholder and regularity approvals for the options contemplated hereunder.

ARTICLE 3 - NON EXCLUSIVITY AND OPPORTUNITIES

3.01 Non Exclusive Services

The Corporate Services provided by HD Services to KMK hereunder
are not intended by either Party to be exclusive. KMK reserves the right to
appoint additional advisors to render similar or other services and HD Services
shall be free to render similar or other services to other parties on such terms
and conditions as it may agree; provided, however, such terms and conditions are
no more favourable to the third party recipient than those contained in this
Agreement.

3.02 Opportunities, Conflicts of Interest and
Confidentiality

The Services to be provided by HD Services are intended to be
limited to mineral properties in which KMK holds an interest as of the date
hereof or in which it may later acquire an interest. Accordingly, KMK
acknowledges that HD Services shall not have any obligation to provide any
information or advice to KMK respecting other resource property prospects or
like opportunities (“Opportunities”) which come to the attention of HD
Services, except that for purposes hereof certain Opportunities shall be deemed
to be “Prohibited Opportunities” as follows:

	 	(a) 	
      Opportunities that are derived by HD Services from
      Confidential Information (as defined below) belonging to KMK as a
      consequence of Confidential Information either being provided to HD
      Services or being generated by HD Services on behalf of KMK, in connection
      with providing the Services to KMK;

	 	 	 
	 	(b) 	
      Opportunities that are presented to HD Services by any
      third party for the express benefit of or for the specific attention of
      KMK;

	 	 	 
	 	(c) 	
      Opportunities which can be demonstrated to have been
      discovered by HD Services directly as a result of the provision of
      Services to KMK;



- 6 -





	 	(d) 	
      Opportunities which are known to HD Services to relate to
      properties that KMK is actively investigating or negotiating for, whether
      that involves obtaining advice from HD Services or not;

	 	 	 
	 	(e) 	
      Properties which are located within a 50 kilometre
      radius, or such lesser or greater geographic limits as the parties may
      establish from time to time, of an existing KMK property whether or not HD
      Services is providing any Services in connection with such KMK
      property.



For the purposes of this Section 3.02, Prohibited Opportunities
shall be deemed to include Opportunities that are obtained by HD Services’
directors, officers, employees and other servants within the context of Section
3.02(a) to 3.02(e) . HD Services shall promptly notify KMK of any Prohibited
Opportunities obtained or discerned during the Term, but nothing herein shall be
deemed to be negligence on the part of HD Services if some Prohibited
Opportunity is overlooked, it being the intention only to prevent HD Services
from appropriating Prohibited Opportunities. An Opportunity which is acquired or
pursued by HD Services more than two years after the Term shall in no event be
deemed to be a Prohibited Opportunity.

KMK agrees it has no interest whatsoever in any Opportunities
which come to the attention of HD Services, other than Prohibited Opportunities
or Opportunities which KMK elects in writing not to pursue. Except as set out in
this Section 3.02, HD Services is not under any fiduciary or like duty to KMK
which will prevent or impede it from participating in, or enjoying the benefits
of competing endeavours of a nature similar to the business of KMK and the legal
doctrines of “corporate opportunity” or “business opportunity” shall have no
application in respect of this Agreement, except as expressly provided above. HD
Services shall take all reasonable steps to ensure compliance by its directors,
officers, employees, associates and agents with the requirements of this Section
3.02.

3.03 Services Through Agents or
Affiliates

HD Services shall have the right to provide the Corporate
Services, or portions thereof, through agents, affiliates or independent
contractors; provided that HD Services shall ensure that such agents, affiliates
or independent contractors comply with the terms and conditions of this
Agreement that are relevant to the performance of their assigned tasks. HD
Services shall ensure that such agents, affiliates or independent contractors
contractually are legally responsible for their conduct under the standards
applicable to HD Services pursuant to this Agreement.

ARTICLE 4 - INDEMNITY AND LIMIT ON LIABILITY

4.01 KMK Indemnity

Subject to section 4.02, KMK hereby indemnifies and saves
harmless HD Services and any of its directors, officers, employees, contractors
and agents (each, an “HD Indemnified Person”) from and against any loss,
liability, claim, demand, damage and expense (including reasonable legal fees)
(each a “Claim” and collectively “Claims”) in connection with the
provision of Corporate Services.

- 7 -




4.02 Exclusion

The indemnity in section 4.01 shall not extend or apply to any
Claim arising out of the fraud, wilful misconduct or negligence of the HD
Indemnified Person as the case may be; provided that “negligence” shall be
deemed not include any act or omission of the HD Indemnified Person done or
omitted to be done, if resulting from:

	 	(a) 	
      the direction of, or with the knowledge and concurrence,
      of KMK; or

	 	 	 
	 	(b) 	
      an action taken in good faith by the HD Indemnified
      Person to protect life or property.



4.03 Limitation of Liability

Notwithstanding anything to the contrary contained in this
Agreement, the liability of KMK to HD Services arising out of any Claims against
HD Services or the indemnity set out in section 4.01 shall be limited to an
amount equal to the aggregate of the amounts actually paid to or accrued in
favour of HD Services in accordance with Article 2, save for reimbursable costs
in accordance with section 2.03, during the year in which such Claims arise.

4.04 HD Indemnity

HD Services hereby indemnifies and saves harmless KMK and any
of its directors, officers, employees, contractors and agents (each, a “KMK
Indemnified Person”) for any Claim arising out of the fraud, wilful
misconduct or negligence of HD Services as the case may be; provided that
“negligence” shall be deemed not include any act or omission of the HD
Indemnified Person done or omitted to be done, if resulting from:

	 	(a) 	
      the direction of, or with the knowledge and concurrence,
      of KMK; or

	 	 	 
	 	(b) 	
      an action taken in good faith by the HD Indemnified
      Person to protect life or property.



4.05 Consequential Losses

Neither party shall be liable to the other for any indirect or
consequential loss or damages arising out of a breach of this Agreement.

4.06 Limitation of Liability

Notwithstanding anything to the contrary contained in this
Agreement, the liability of HD Services to KMK arising out of any Claims against
KMK or the indemnity set out in section 4.04 shall be limited to an amount equal
to the aggregate of the amounts actually paid to or accrued in favour of HD
Services in accordance with Article 2, save for reimbursable costs in accordance
with section 2.03, during the year in which such Claims arise.

- 8 -




4.07 Claims

     (1) In the event that any action,
suit or proceeding is brought against either HD Services or KMK (in this
Section, an “Indemnified Party”) in respect of which indemnity may be
sought against the other party (in this Section, an “Indemnifying Party”)
in accordance with section 4.01, the Indemnified Party will give the
Indemnifying Party prompt written notice of any such action, suit or proceeding
of which the Indemnified Party has knowledge and the Indemnifying Party will
undertake the investigation and defence thereof on behalf of the Indemnified
Party, including employment of counsel acceptable to such Indemnified Party, and
make payment of all expenses.

     (2) No admission of liability and
no settlement of any action, suit or proceeding shall be made without the
consent of the Indemnifying Party and the Indemnified Parties affected, such
consent not to be unreasonably withheld.

     (3) Notwithstanding that the
Indemnifying Party will undertake the investigation and defence of any action,
suit or proceeding, an Indemnified Party will have the right to employ separate
counsel in any such action, suit or proceeding and participate in the defence
thereof, but the fees and expenses of such counsel will be at the expense of the
Indemnified Party unless:

	 	(a) 	
      employment of such counsel has been authorised by the
      Indemnifying Party;

	 	 	 
	 	(b) 	
      the Indemnifying Party has not assumed the defence of the
      action, suit or proceeding within a reasonable period of time after
      receiving notice thereof;

	 	 	 
	 	(c) 	
      the named parties to any such action, suit or proceeding
      include both the Indemnifying Party and the Indemnified Party and the
      Indemnified Party shall have been advised by counsel that there may be a
      conflict of interest between the Indemnifying Party and the Indemnified
      Party; or

	 	 	 
	 	(d) 	
      there are one or more legal defences available to the
      Indemnified Party which are different from or in addition to those
      available to the Indemnifying Party.



     (4) It is the intention of the
parties to constitute each other as trustee for each other’s directors,
officers, employees, contractors and agents under this Article 4 and each party
agrees to accept such trust and to hold and enforce such covenants on behalf of
its own directors, officers, employees, contractors and agents.

     (5) For the purposes of this
Article 4:

	 	(a) 	
      “action, suit or proceeding” shall include every
      action, suit or proceeding, civil, criminal, administrative, investigative
      or other; and

	 	 	 
	 	(b) 	
      the right of indemnification conferred hereby shall
      extend to any threatened action, suit or
proceeding.



     (6) The foregoing rights of
indemnification shall not be exclusive of any other rights to which the
Indemnified Parties may be entitled as a matter of law or which may be lawfully
granted to such Indemnified Parties and the provisions of this Article 4 are
severable, and if any provision 

- 9 -




hereof shall for any reason be determined invalid or
ineffective, the remaining provisions of this Article 4 shall not be affected
thereby.

     (7) The indemnities set out in
section 4.01 and 4.04 shall remain in full force and effect notwithstanding the
termination of this Agreement.

ARTICLE 5 - CONFIDENTIALITY

     (1) HD Services acknowledges that
the business carried on by KMK is an extremely competitive business, that during
the Term HD Services will be exposed to confidential information belonging to
KMK and its affiliates and that disclosure of any such confidential information
to third parties could irreparably damage and place KMK at a competitive
disadvantage. Such confidential information shall encompass KMK or its
affiliates’ proprietary or confidential information disclosed or entrusted to HD
Services or developed or generated by HD Services in the performance of their
services pursuant to this Agreement, including information relating to KMK or
its affiliates’ mineral properties, exploration results, exploration
developments, research data, organizational structure, operations, business
plans and affairs, technical projects, pricing data, business costs, inventions,
trade secrets, names of joint venture partners or other work produced or
developed by or for KMK or any of its affiliates, (“Confidential
Information”). HD Services shall:

	 	(a) 	
      diligently take commercially reasonable efforts to
      protect the integrity and security of the Confidential Information within
      its control and to ensure that only authorized personnel of HD Services
      are provided with Confidential Information. HD Services shall limit access
      to Confidential Information respecting exploration developments to its own
      staff on a need-to-know basis and shall ensure that its personnel
      acknowledge the need to protect the confidentiality of the Confidential
      Information and that they are made aware that they are in a “special
      relationship” with KMK as contemplated by securities
legislation;

	 	 	 	 
	 	(b) 	
      not use the Confidential Information for any purpose
      other than in connection with the provision of Corporate Services to KMK
      and not disclose any of the Confidential Information to third parties
      without the prior written consent of KMK, provided that such consent shall
      not be required where the Confidential Information is disclosed:

	 	 	 	 
	 		(i) 	
      to the employees, officers, representatives and agents of
      HD Services and affiliates of HD Services and professional advisors of HD
      Services, to enable such persons to assist HD Services in providing
      Corporate Services to KMK; and provided further that all such persons
      acknowledge the need to preserve and protect the confidential nature of
      the Confidential Information and to use such information only in
      connection with the provision of Corporate Services to KMK; and provided
      further that HD Services shall be liable for any breach of confidentiality
      by such persons;

	 	 	 	 
	 		(ii) 	
      to the employees, officers, agents or professional
      advisors of KMK;



- 10 -





	 	(iii) 	
      pursuant to legal process, but only after KMK has
      received notice of such process to the extent possible and been given an
      opportunity to contest or resist the process where possible and
      appropriate.



     (2) Section Article 5(1) shall
not apply to any information in the possession of HD Services which, at the
relevant time:

	 	(a) 	
      through no act or omission of HD Services is or becomes
      generally known or part of the public domain;

	 	 	 
	 	(b) 	
      is furnished to others by KMK without restriction on
      disclosure; or

	 	 	 
	 	(c) 	
      is lawfully furnished to HD Services by a third party
      without HD Services’ knowledge of a breach of any restriction owed to
      KMK.



     (3) All business, technical, and
like records and information received or generated by HD Services during the
term of this Agreement in relation to KMK or its affiliates shall be delivered
to KMK, or destroyed by HD Services upon request by KMK, at any time during the
Term and upon its termination. KMK shall continue to own all rights in such
Confidential Information.

     (4) In the event that a Party
wishes to refer to the other Party hereunder or its engagement with the other
Party in any public statement, news release, shareholder communication or
otherwise, it must first seek the other Party’s consent (such consent not to be
unreasonably withheld or delayed), in all cases, prior to the release of such
reference. During the Term, when referring to HD Services in any promotional or
marketing materials, KMK shall use such name or trade names of HD Services, or
its affiliates or its associates, and describe HD Services and its affiliates
and associates, only as permitted by HD Services. Upon termination of this
Agreement, each Party shall immediately cease referring to the other Party and
any of its affiliates or associates and shall, unless otherwise required by law,
amend, update or withdraw any offering documents, promotional and marketing
material or other literature then in use that refers to any agreement or
arrangement with the other Party.

     (5) HD Services acknowledges that
it will likely be necessary for KMK to disclose this Agreement to stock
exchanges, or other regulatory authorities or otherwise make it pursuant to
applicable securities laws and policies. In such instance, KMK acknowledges that
disclosure of the commercial terms of this Agreement would be to the detriment
of HD Services because of the competitive nature of the advisory business and so
KMK will use all reasonable efforts consistent with stock exchange and
regulatory requirements and securities laws and policies to remove any
commercially sensitive fee information relating to this Agreement before filing
or otherwise making this Agreement or its terms public.

ARTICLE 6 - OTHER RIGHTS AND DUTIES OF KMK

6.01 Access to KMK Properties and
Records

For the sole purpose of enabling HD Services to perform the
Corporate Services and only to the extent required to enable such performance,
KMK shall allow HD Services, its employees and authorized agents reasonable
access on notice to the properties and premises where the business of - 11 -




KMK is conducted and shall make available to them all assets
owned by KMK or which KMK is entitled to use, which relate to, or form part of,
such business and provide access to all information, books, records and data
which relate to such business. KMK shall ensure that its employees, and any
contractors, consultants, advisors or auditors engaged by it, co-operate fully
with HD Services in its performance of the Corporate Services.

6.02 Access to HD Services Records

Any authorized representative of KMK shall at all reasonable
times have full access to all of the records or information of HD Services
pertaining to the affairs of KMK. Such access shall be extended to the auditors
and other professional advisors of KMK.

6.03 Audit

KMK shall have the right on reasonable notice of not less than
30 days in any event, to have an independent audit of the relevant business
records of HD Services as they relate to the Services provided by HD Services to
KMK in order to satisfy itself that the Monthly Fees for Corporate Services and
other amounts charged to KMK represent a reasonable allocation of the general
costs associated with providing Corporate Services on a cost recovery basis. KMK
shall not have the right to audit records and accounts of HD Services related to
transactions or operations more than twenty-four (24) months after the calendar
year during which the Corporate Services were provided. Any audit conducted on
behalf of KMK shall be made during HD Services’ normal business hours and shall
not interfere with its operations.

In the event that the Parties are unable to agree on the
conclusions of the audit, the matter shall be referred for dispute resolution
under Article 8. If that process results in a refund of more than 5% of amounts
invoiced by HD Services then HD Services shall not only pay the amount but shall
pay for the audit. A 1% to 5% refund adjustment shall result in the audit cost
being shared equally and a less than 1% adjustment shall result in KMK paying
for the audit. All written exceptions to and claims upon or by HD Services for
discrepancies disclosed by such audit shall be made not more than three (3)
months after completion and delivery of such audit, or they shall be deemed
waived by KMK or HD Services, as the case may be. 

6.04 Non Solicitation

KMK undertakes that is shall not directly or indirectly, for
the Term and for 12 months after the date of termination of this Agreement,
solicit any HD Services employee or contractor for the purposes of offering
employment, unless expressly approved by HD Services in writing. HD Services
undertakes that is shall not directly or indirectly, for the Term and for 12
months after the date of termination of this Agreement, solicit any KMK employee
or contractor for the purposes of offering employment, unless expressly approved
by KMK in writing. 

ARTICLE 7 - TERM AND TERMINATION

7.01 Term

The initial term of this Agreement shall be for a period of two
years from the date of this Agreement, following which this Agreement shall
automatically renew for successive one year terms unless earlier terminated as
provided in section 7.02.

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7.02 Termination

     (1) This Agreement may be
terminated without cause at any time by either Party giving sixty (60) days
notice in writing to the other Party, except that where a KMK is engaged in a
material mine construction or expansion program such period shall be extended to
one hundred and eighty (180) days notice. Such termination shall not affect
obligations of KMK under agreed Programs for any third party commitments made by
HD Services.

     (2) Notwithstanding section
7.02(1), KMK may terminate this Agreement with immediate effect for cause, which
shall include:

	 	(a) 	
      HD Services becoming involved in any fraud or dishonest
      or serious misconduct in circumstances that would, in the reasonable
      opinion of KMK, make HD Services unsuitable to act on behalf of
  KMK;

	 	 	 	 
	 	(b) 	
      HD Services being in material breach of this Agreement
      and within thirty (30) days of receipt of notice thereof from KMK
      either:

	 	 	 	 
	 		(i) 	
      such breach is not remedied; or

	 	 	 	 
	 		(ii) 	
      if such breach is incapable of being remedied, either
      within such thirty (30) day period or at all, HD Services has not paid
      reasonable monetary compensation in lieu of remedying the breach; provided
      that the breach is not of such a fundamental nature as to significantly
      impair the value to KMK of the Agreement;

	 	 	 	 
	 	(c) 	
      the dissolution, liquidation, bankruptcy, insolvency or
      winding-up or the making of any assignment for the benefit of creditors of
      HD Services; or

	 	 	 	 
	 	(d) 	
      the appointment of a trustee, receiver and manager or
      liquidator of HD Services.



     (3) Notwithstanding section
7.02(1), HD Services may terminate this Agreement with immediate effect for
cause, which shall include:

	 	(a) 	
      KMK having been determined to have acted dishonestly in
      connection with HD Services or KMK becoming involved in any fraud or
      dishonest or serious misconduct in circumstances that would, in the
      reasonable opinion of HD Services, make representation of KMK by HD
      Services unsuitable;

	 	 	 	 
	 	(b) 	
      KMK being in material breach of this Agreement and within
      thirty (30) days of receipt of notice thereof from HD Services
    either:

	 	 	 	 
	 		(i) 	
      such breach is not remedied; or

	 	 	 	 
	 		(ii) 	
      if such breach is incapable of being remedied, either
      within such thirty (30) day period or at all, KMK has not paid reasonable
      monetary compensation acceptable to HD Services in lieu of remedying the
      breach; provided always that the breach is not of such a fundamental
      nature as to significantly impair the value to HD Services of the
      Agreement;



- 13 -





	 	(c) 	
      the dissolution, liquidation, bankruptcy, insolvency or
      winding-up or the making of any assignment for the benefit of creditors of
      KMK; 

	 	  	
      

	 	(d) 	
      the appointment of a trustee, receiver and manager or
      liquidator of KMK; or 

	 	  	
      

	 	(e) 	
      KMK not retaining HD Services to provide Services as
      contemplated under Article 1 for a period of 90 days. 

	 	  	
      

	 	(4) 	
      if this Agreement is terminated: 

	 	  	
      

	 	(a) 	
      all rights and obligations under this Agreement (except
      those in Articles 3 and 5 and this section 7.02(4)) shall terminate;
    

	 	  	
      

	 	(b) 	
      for any reason other than the circumstances described
      section 7.02(2)(a) and 7.02(2)(b), HD Services shall be entitled to
      receive, and KMK shall pay to HD Services, any outstanding fees and any
      reimbursable expenses pursuant to Article 2 up to and including the date
      of termination; 

	 	  	
      

	 	(c) 	
      during the course of implementation of any Program, the
      Parties shall negotiate in good faith to minimize any interruption of such
      Program and to ensure that the costs related thereto are duly discharged
      by KMK; 

	 	  	
      

	 	(d) 	
      notwithstanding such termination, KMK shall continue to
      be bound by any agreements contracted for or on its behalf by HD Services
      in accordance with this Agreement prior to such termination; and


	 	  	
      

	 	(e) 	
      HD Services will have the right (the “Call
      Option”), exercisable by the giving of notice to KMK within fifteen
      (15) business days following the effective date of such termination (the
      “Call Option Period”), to require KMK to sell the one (1) common
      share of HD Services held by KMK as of the date hereof and any other
      common shares of HD Services held by KMK as at the date of such
      termination (collectively, the “HD Services Share”) for the
      aggregate amount of $1.00. If HD Services exercises the Call Option as
      aforesaid, the transaction of purchase and sale must be completed within
      twenty (20) business days (or such longer period as may reasonably be
      required to comply with all applicable statutory and regulatory
      requirements) of the expiry of the Call Option Period. The transaction
      will be completed at HD Services’ registered office where delivery of the
      HD Services Share must be made by the KMK with good title, free and clear
      of by certified cheque or bank draft by HD Services all liens, charges,
      encumbrances and any other rights of others, against payment of $1.00 cash
      or cheque. 



     (5) If this Agreement is
terminated for any reason other than pursuant to Section 7.02(2)(a) or
7.02(2)(b), KMK shall, within 20 business days following the effective date of
such termination, pay HD Services the amount of $350,000, representing the
Parties’ presently agreed bona fide estimate of the pro rata share of the
estimated contingent liabilities of HD Services related to offering to supply
Services under this Agreement.

- 14 -




ARTICLE 8 - DISPUTE RESOLUTION

8.01 Disputes Regarding Reimbursable
Costs

Notwithstanding section 8.02, in the event of any dispute
arising between the Parties regarding fees or reimbursable costs claimed by HD
Services in accordance with Article 2 and such dispute not having been resolved
between the Parties within one (1) month from the written notice of such dispute
by either Party to the other, such dispute may be referred by either Party to a
Chartered Accountant (“CA”) to be mutually agreed or failing which a
third CA appointed by a CA chosen by each of the Parties. Such CA shall act as
arbitrator based on the results of the audit work (and such other work as he or
she may direct be done) and shall be entitled to make such adjustments as may in
the circumstances appear to it to be appropriate and whose decision shall be
regarded as the decision of an arbitrator and shall be binding and final upon
the Parties. The costs of the CA in deciding such dispute shall be borne by each
Party in the same proportion as the cost of the audit in 6.03.

8.02 Other Disputes

Any dispute arising under or in connection with any matter
relating to or resulting from the performance of obligations under this
Agreement, other than as contemplated by section 8.01, which has not been
resolved by the Parties within thirty (30) days after the date on which either
Party delivers written notice to the other Party of such dispute, which notice
shall specify in reasonable detail the matter or matters in dispute, shall:

	 	(a) 	
      be referred to the President or the Chief Executive
      Officer of each Party (or the person who performs like functions), who
      shall meet (face to face or by telephonic means) within ten (10) days from
      the expiry of such thirty (30) day period and shall endeavour to resolve
      such dispute; and

	 	 	 
	 	(b) 	
      failing such resolution, be referred to and finally
      resolved by arbitration administered by the British Columbia International
      Commercial Arbitration Centre (the “Arbitration Centre”) under its
      International Commercial Arbitration Rules of Procedure (the
      “Arbitration Rules”). The place of arbitration shall be Vancouver,
      British Columbia. The parties agree to use a single
  arbitrator.



ARTICLE 9 - MISCELLANEOUS

9.01 Notices

Any demand, notice or other communication to be given in
connection with this Agreement must be given in writing and will be given by
personal delivery, by registered mail or by electronic means of communication
addressed to the recipient as follows:

- 15 -




To Hunter Dickinson Inc. (to be
renamed Hunter Dickinson Services Inc):

1020 - 800 West Pender Street

Vancouver, British Columbia 
Canada V6C 2V6

Fax: (604) 681 2741 

Attention: President

To Continental Minerals
Corporation:

1020 - 800 West Pender Street

Vancouver, British Columbia 
Canada V6C 2V6

Fax: (604) 681 2741 

Attention: Secretary

or to such other address, individual or electronic
communication number as may be designated by notice given by either Party to the
other. Any demand, notice or other communication given by personal delivery will
be conclusively deemed to have been given on the day of actual delivery thereof
and, if given by registered mail, on the third (3rd) business day following the
deposit thereof in the mail and, if given by electronic communication, on the
day of transmittal thereof if given during the normal business hours of the
recipient and on the business day during which such normal business hours next
occur if not given during such hours on any day. If the Party giving any demand,
notice or other communication knows or ought reasonably to know of any
difficulties with the postal system that might affect the delivery of mail, any
such demand, notice or other communication may not be mailed but must be given
by personal delivery or by electronic communication.

9.02 Further Assurances

Each Party will from time to time execute and deliver such
further documents and instruments and do all acts and things as the other Party
may reasonably require to effectively carry out or better evidence or perfect
the terms of this Agreement.

9.03 Entire Agreement

Except for those provisions of the Geological, Management and
Administration Agreement dated December 31, 1996, between Hunter Dickinson Inc
and KMK which are stated to survive the termination of that agreement, this
Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof and cancels and supersedes any prior understandings
and agreements between the Parties with respect thereto. There are no
representations, warranties, terms, conditions, undertakings or collateral
agreements, express, implied or statutory, between the Parties other than as
expressly set forth in this Agreement.

- 16 -




9.04 Assignment

This Agreement may not be assigned by either Party without the
prior written consent of the other Party. Any assignment shall require the
written agreement of the assignee to be bound by the terms hereof.

9.05 Amendments and Waivers

No amendment to this Agreement will be valid or binding unless
set forth in writing and duly executed by the Parties. No waiver of any breach
of any provision of this Agreement will be effective or binding unless made in
writing and signed by the Party purporting to give the same and, unless
otherwise provided, will be limited to the specific breach waived.

9.06 Enurement

This Agreement shall enure to the benefit of the Parties and
shall be binding upon their successors and permitted assigns.

9.07 Ambiguities

Each of the parties has participated in the drafting of this
Agreement and any rule of construction to the effect that ambiguities are to be
resolved against the drafting party will not apply to the interpretation of this
Agreement.

9.08 Enforceability

If any term, provision, covenant or condition of this Agreement
is held by a court of competent jurisdiction to be invalid or unenforceable, the
remainder of the provisions will remain in full force and effect and will not be
affected, impaired or invalidated thereby.

9.09 Severability

If a provision of this Agreement shall be found to be wholly or
partially invalid, this Agreement shall be interpreted as if the invalid
provision had not been a part of this Agreement.

9.10 Currency

All dollar figures referred to in this Agreement are Canadian
dollars unless specifically noted otherwise.

9.11 Headings, Etc.

The division of this Agreement into Articles and sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement. The terms “this
Agreement”, “hereof’, “hereunder” and similar expressions refer to this
Agreement and not to any particular Article, section or other portion hereof and
include any agreement supplemental hereto. Unless something in the subject
matter or context is inconsistent therewith, references herein to Articles and
sections are to Articles and sections of this Agreement.

- 17 -




9.12 Expanded Meanings

In this Agreement, unless something in the subject matter or
context is inconsistent therewith:

	 	(a) 	
      the singular of any term includes the plural, and vice
      versa, the use of any term is equally applicable to any gender and, where
      applicable, a body corporate, the word “or” is not exclusive and the word
      “including” is not limiting (whether or not non- limiting language is used
      with reference thereto);

	 	 	 
	 	(b) 	
      a reference to a person includes a company or other
      entity constituting a legal person; and

	 	 	 
	 	(c) 	
      the words “written” or “in writing” include printing,
      typewriting or any electronic means of communication capable of being
      visibly reproduced at the point of reception including telex, telegraph or
      telecopy.



9.13 Counterparts

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

- 18 -




9.14 Facsimiles

Delivery of an executed signature page to this Agreement by
either Party by electronic transmission will be as effective as delivery of a
manually executed copy of this Agreement by such Party.

IN WITNESS WHEREOF the Parties have caused this Agreement to be
executed as of the date and year first above written.

HUNTER DICKINSON INC.
(TO BE RENAMED HUNTER
DICKINSON SERVICES INC.)

	By: 		 
	 	Authorized Signatory 	 
	 	  	 
	CONTINENTAL MINERALS
      CORPORATION 
	 	  	 
	By: 		 
	 	Authorized Signatory 	 


- 19 -




ANNEXURE A

HUNTER DICKINSON
SERVICES 
CHARGE OUT RATES FOR 2008


  	Department 	Position 	Daily Rate 	Hourly Rate  
	Administration 	Manager 	800 	100.00 
	  	Executive Assistant 	700 	87.50 
	  	Senior Admin Asst 	600 	75.00 
	  	Admin Asst 	500 	62.50 
	Business Development 	VP 	1,600 	200.00 
	  	Manager 	1,200 	150.00 
	  	Senior Analyst 	800 	100.00 
	Database 	Manager 	900 	112.50 
	  	Senior Analyst 	650 	81.25 
	  	Analyst 	550 	68.75 
	Engineering 	VP 	1,600 	200.00 
	  	Director 	1,200 	150.00 
	  	Manager 	1,000 	125.00 
	  	Senior 	750 	93.75 
	  	Junior 	600 	75.00 
	Finance 	Director 	1,600 	200.00 
	  	Controller / Mgr 	1,100 	137.50 
	  	Asst. Ctrl 	900 	112.50 
	  	Senior Acct 	700 	87.50 
	  	Accountant 	600 	75.00 
	  	Admin / AP 	500 	62.50 
	Geologist / Geotech 	VP 	1,600 	200.00 
	  	Director 	1,200 	150.00 
	  	Manager 	1,000 	125.00 
	  	Senior 	750 	93.75 
	  	Junior 	600 	75.00 
	Graphics 	Manager 	900 	112.50 
	  	Senior Technician 	750 	93.75 
	  	Technician 	600 	75.00 
	Human Resources 	Manager 	1,200 	150.00 
	  	Lead 	1,000 	125.00 
	  	Generalist 	800 	100.00 
	  	Assistant 	600 	75.00 
	Investor Relations 	Manager 	800 	100.00 
	  	Senior Specialist 	700 	87.50 
	  	Specialist 	600 	75.00 
	Information Technology 	Manager 	1,200 	150.00 
	  	Senior Technician 	700 	87.50 
	  	Technician 	500 	62.50 
	Legal 	VP / Counsel 	1,600 	200.00 
	  	Assistant 	620 	77.50 
	Site Personnel 	Manager 	700 	87.50 
	  	Senior Staff 	600 	75.00 
	  	Junior Staff 	400 	50.00 
	Socioeconomic / Public 	VP 	1,600 	200.00 
	Relations 	Director 	1,200 	150.00 
	  	Manager 	1,000 	125.00 
	  	Senior 	750 	93.75 
	  	Junior 	600 	75.00 
	Contractors Utilizing HD 	Daily Usage Rate 	320 	40.00 
	Premises 	  	  	- 



A-1