f20fr12ga1ex4ii_ea2nearctic.htm


     

     

     

    Exhibit
4.2 

    Material
Contract

     

    
 

    Consulting
Services Agreement dated 1st January, 2007

     

     

     

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    
 

    


    CONSULTING
SERVICES AGREEMENT

     

    THIS AGREEMENT made as of the
1st day of January, 2007

    


    BETWEEN:

    UNGAVA MINERALS
CORP.,

    a
corporation incorporated under the federal laws of Canada

    (hereinafter
called the “Corporation”)

    OF THE FIRST
PART;

    - and -

    1645194 ONTARIO
INC.,

    


    (hereinafter
called the “Consultant”)

    OF THE SECOND
PART;

    


    WHEREAS the Corporation wishes
to retain the Consultant, and the Consultant has agreed to accept such
assignment, upon the terms and conditions hereinafter set forth;

     

    NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and the mutual promises
and agreements herein contained (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereto covenant and agree as
follows:

     

    


    ARTICLE
1.

    Engagement of the Consultant
and Its Duties

     

    1.1           
Engagement

     

    Subject
to the terms of this Agreement, the Corporation hereby retains the Consultant to
make Glen Erikson available to render consulting advice and services to the
Corporation, and to any subsidiaries and/or affiliates of the Corporation, in
connection with the development and operation of the corporate, financial and
litigation affairs of the Corporation, its subsidiaries and its
affiliates.

     

    
      	
              1.2 

            	
              Services

            


    

     

    The
Consultant shall provide administrative and consulting services (the “Consulting Services”) in such
manner as the Corporation and the Consultant may reasonably agree, and shall
devote such time as is necessary to provide such Consulting Services. Such
Consulting Services, which need not be rendered in Canada or require Mr.
Erikson’s attendance in Canada, shall include (but not be limited to) providing
advice with regard to the following:

    


    
      	
              (a)  

            	
              financing
      and development of its business, including the provision of strategic
      advice;

            


    

    


    
      	
              (b)  

            	
              defining
      competitive business visions from time to time and create a roadmap for
      implementation;

            


    

     

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              (c)  

            	
              addressing
      all aspects of operations management and performance
      improvement;

            


    

    


    
      	
              (d)  

            	
              identifying
      and controlling risk elements;

            


    

    


    
      	
              (e)  

            	
              delivering
      operational effectiveness that maximizes efficiency and helps the
      organization achieve cost take out
benefits;

            


    

    


    
      	
              (f)  

            	
              defining
      strategic intent for competitive
advantage;

            


    

    


    
      	
              (g)  

            	
              developing
      appropriate governance, leadership, and organizational
      architectures;

            


    

    


    
      	
              (h)  

            	
              developing
      internal processes and systems to build and grow the
    business;

            


    

    


    
      	
              (i)  

            	
              developing
      and maintaining a team of professionals from various
      disciplines;

            


    

    


    
      	
              (j)  

            	
              acquiring
      key resources, such as, talent and venture finance and strategic
      relationships;

            


    

    


    
      	
              (k)  

            	
              advancing
      its litigation claims by marshalling documents and witnesses, assisting
      counsel, securing expert testimony and being a witness on the
      Corporation’s behalf; and

            


    

    


    
      	
              (l)  

            	
              acting
      as agent of the Corporation in connection with the preparation of a 2OF
      and other documentation to be filed with the
  SEC.

            


    

     

    
      	
              1.3 

            	
              Corporate
      Information

            


    

    


    The
Corporation agrees to co-operate with the Consultant and to provide such
information, financial records and documents as may facilitate the performance
of the Consulting Services by the Consultant. The Consultant and Mr. Erikson
acknowledge that they have a special relationship with the Corporation and will
act accordingly regarding undisclosed material information.

    


    ARTICLE
II.

    Remuneration and
Expenses

    2.1           Consulting
Fee

    


    In
consideration for the provision of the aforesaid Consulting Services for the
term of this Agreement, the Corporation shall pay to the Consultant a monthly
fee of Cdn$8,000, payable on the first day of each month (the “Consulting Fee”).

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    2.2           Expenses

    


    Reasonable
travel, entertainment and other expenses necessarily incurred by the Consultant
pursuant to the Consultant’s rights and responsibilities under this Agreement,
will be reimbursed to the Consultant by the Corporation against submission of
appropriate vouchers or invoices in accordance with such reasonable guidelines
as may be established by the board of directors of the Corporation from time to
time, provided that any item of expense in excess of $2,000 to be incurred by
the Consultant shall require the prior approval of two directors of the
Corporation.

    


    ARTICLE
111.

    Term of
Engagement

    
      	
              3.1  

            	
              Term

            


    

    


    The term
of this Agreement shall commence and become effective on January 1, 2007 for a
period of one year, and shall be renewable thereafter from month to month and
may be terminated by either party giving sixty (60) days notice to the other
that he intends to terminate this Agreement.

    


    
      	
              3.2  

            	
              Termination

            


    

    


    
      	
              3.2.1  

            	
              By
      the Corporation:

            


    

    


    (a)           In
the event where the Corporation terminates this Agreement it shall provide a
notice together with an amount representing the Consulting Fees that would
otherwise be due for a period of two (2) months from the date of the notice as
well as all expenses incurred by the Consultant up to the date of such
notice.

    (b)           Notwithstanding
anything in this Agreement, the Corporation may at its option terminate this
Agreement for cause in law, at any lime without notice or payment of any
compensation either by way of anticipated earnings or damages of any
kind.

    


    
      	
              3.2.2  

            	
              By
      the Consultant:

            


    

    


    (a)           Should
the Consultant, in its sole opinion, be unable to perform the services to be
provided hereunder, then this Agreement may be terminated by the Consultant
within thirty (30) days of a notice to this effect to the
Corporation.

    


    ARTICLE
1V.

    Confidentiality

    


    4.1           Confidentiality

    


    The
Consultant shall not disclose, during the term of this Agreement or at any time
thereafter, any information concerning the business and affairs of the
Corporation or its subsidiaries, affiliated corporations or associates, which it
may have learned while providing the Consulting Services, to any person not an
officer or director of the Corporation, other than in the proper discharge of
his duties under this Agreement.  Furthermore, the Consultant shall
not use, for its own purpose or for any purpose other than that of the
Corporation, either during the continuance of its engagement under this
Agreement or at any time thereafter, any information it may have acquired, or
may acquire, in or in relation to the business of the Corporation, its
subsidiaries, affiliated corporations or associates.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
 

    ARTICLEV.

    Miscellaneous

    


    5.1           Agency

    


    Nothing
herein contained shall constitute the Corporation or the Consultant the agent of
the other. The relationship herein created shall be that of independent
contractors acting at arm’s length.

    


    5.2           Notices

    


    Any
notice required or permitted to be given hereunder shall be given by hand
delivery, facsimile transmission or by registered mail, postage prepaid,
addressed to the parties at their respective addresses set forth
below:

    


    
      	
              (a)  

            	
              If
      to the Corporation:

            


    

    


    Ungava Minerals
Corp.

    1155
Rene-Levesque Blvd. West

    31st
Floor

    Montreal,
Quebec

    H3B
3S8

    Attention:  President

    Fax:  (514)
875-4308

    


    


    
      	
              (b)  

            	
              If
      to Consultant:

            


    

    


    1645194 Ontario
Inc.

    P.O. Box
485

    Port
Credit Post Office

    Mississauga,
Ontario

    L5G
4M2

    Fax:  (905)
274-8554

    


    and any
such notices given by hand delivery or by facsimile transmission shall be deemed
to have been received on the date of delivery or transmission and if given by
prepaid registered mail, shall be deemed to have been received on the third
business day immediately following the date of mailing. The parties shall be
entitled to give notice of changes of address from time to time in the manner
hereinbefore provided for the giving of notice.

    


    5.3           Severability

    


    If any
provision of this Agreement or its application to any party or circumstance is
restricted, prohibited or unenforceable, such provisions shall, as to such
jurisdiction, be ineffective only to the extent of any such restriction,
prohibition or unenforceability without invalidating the remaining provisions
hereof and without affecting the validity or enforceability of such provision or
application to other parties or circumstances.

    


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5.4           Counterparts

    


    This
Agreement may be executed in any number of counterparts by original or facsimile
signature, each of which when executed and delivered shall be an original but
such counterparts together shall constitute one and the same
instrument.

    


    5.5           Governing
Laws

    


    This
Agreement shall be governed by and construed in accordance with the laws of the
province of Ontario and the laws of Canada applicable therein.

    


    5.6           Assignment
and Successors

    


    The
rights which accrue to the parties under this Agreement shall be binding upon
and enure to the benefit of the heirs, executors, administrators, successors and
permitted assigns of the parties hereto as the case may be.

    


    5.7           Independent
Legal Advice

    


    The
parties hereby acknowledge that this provision shall serve as notice to each
party of being advised to arrange for such independent legal advice with respect
to this Agreement, each of the matters herein and the implications thereof, as
each party may independently deem necessary, and that each party has either
obtained such independent legal advice or hereby waives the right thereto by
signing this Agreement.

    


    5.8           Time
of the Essence

    


    Time
shall be the essence of this Agreement and every part thereof.

    


    5.9           Entire
Agreement

    


    This
Agreement, including the recitals set out above which shall form an integral
part of this Agreement, constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto in connection with the subject
matter hereof. No supplement, modification, waiver or termination of this
Agreement shall be binding, unless executed in writing by the parties to be
bound thereby.

    


    5.10           Save
Harmless

     

    The
Corporation shall save the Consultant harmless from any and all claims made
against the Consultant arising from the carrying out its duties and obligations
under this Agreement.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    IN WITNESS WHEREOF the parties
hereto have executed this Agreement as of the date first above
written.

     

     

    
      	 
      	 
      	
              UNGAVA
      MINERALS CORP.

            
	 
      	 
      	 
      
	 
      	
              Per:

            	
              Signed:  “Allan
      Miller”

            
	 
      	 
      	
              Authorized
      Signing Officer

            
	 
      	 
      	 
      
	 
      	 
      	
              1645194
      ONTARIO INC.

            
	 
      	 
      	 
      
	 
      	
              Per:

            	
              Signed:  “Christine
      Erikson”

            
	 
      	 
      	
              President