Filed by sedaredgar.com -  Blackstone Lake Minerals Inc. - Exhibit 10.1






MANAGEMENT CONSULTING AGREEMENT

THIS AGREEMENT dated effective as of the 1st day of
October, 2008.

BETWEEN:

JOHN BOSCHERT, of
#193 - 3rd
Street, Villa Cerro Lindo 
Jose Domingo Espinar, Panama City, Panama

(hereinafter called the
”Consultant”)

OF THE FIRST PART

AND:

BLACKSTONE LAKE MINERALS INC.,
a company incorporated under the laws of the State of Nevada

(hereinafter called the “Company”)

OF THE SECOND PART 

WHEREAS:

A. The Consultant has acted as Secretary and Treasurer of the
Company since April 19, 2006;

B. The Consultant was appointed as the Chief Executive Officer,
Chief Financial Officer and President of the Company on August 20, 2008;

C. The Company has been paying the Consultant a consulting fee
of $1,000 per month for acting as the Company’s Secretary and Treasurer; and

D. The Consultant and the Company now wish to increase the
amount of the consulting fee paid to the Consultant in recognition of the
additional responsibilities undertaken by the Consultant and to further define
their relationship in accordance with the terms and conditions of this
Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the
premises and mutual covenants contained in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:

1. DEFINITIONS

1.1 The following terms used in this Agreement shall have the
meaning specified below unless the context clearly indicates the contrary:

	 	(a) 	
      "Consulting Fee" shall mean the consulting fee
      payable to the Consultant at the rate set forth in Section 5.1;

	 	 	 
	 	(b) 	
      "Board" shall mean the Board of Directors of the
      Company;







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	 	(c) 	
      "Term" shall mean the term of this Agreement
      beginning on the Effective Date and ending on the close of business on the
      date of the termination of this Agreement.



2. ENGAGEMENT AS A CONSULTANT

2.1 The Company hereby engages the Consultant as a consultant
to provide the services of the Consultant in accordance with the terms and
conditions of this Agreement and the Consultant hereby accepts such
engagement.

3. TERM OF THIS AGREEMENT

3.1 The term of this Agreement shall become effective and begin
as of the Effective Date, and shall continue until the close of business on
March 31, 2009, unless this Agreement is earlier terminated in accordance with
the terms of this Agreement or extended by the Board of Directors of the
Company.

3.2 If this Agreement is not terminated by March 31, 2009, the
term of this Agreement shall continue on a month-to-month basis until terminated
in accordance with the terms of this Agreement. 

4. CONSULTING SERVICES

4.1 The Consultant agrees to act as Chief Executive Officer,
Chief Financial Officer, President, Secretary and Treasurer of the Company and
to perform the following services and undertake the following responsibilities
and duties to the Company as consulting services (the "Consulting
Services"):

	 	(a) 	
      exercising general direction and supervision over the
      business and financial affairs of the Company;

	 	 	 
	 	(b) 	
      providing overall direction to the management of the
      Company;

	 	 	 
	 	(c) 	
      reporting directly to board of directors of Company;
      and

	 	 	 
	 	(d) 	
      performing such other duties and observing such
      instructions as may be reasonably assigned from time to time by or on
      behalf of the board of directors of the Company in the Consultant’s
      capacity as Chief Executive Officer, Chief Financial Officer, President,
      Secretary and Treasurer, provided such duties are within the scope of the
      Company’s business and implementation of the Company’s business
    plan.



4.2 The Consultant shall devote such attention and energies to
the business affairs of the Company as may be reasonably necessary for the
discharge of his duties as Chief Executive Officer, Chief Financial Officer,
President, Secretary and Treasurer, provided, however, the Consultant may engage
in reasonable investment and other personal activities that do not interfere
with the Consultant's obligations hereunder. 

4.3 The Consultant will at all times be an independent
contractor and the Consultant will not be deemed to be an employee of the
Company.




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4.4 The Consultant will perform his duties primarily from
Panama, but will be available to travel as needed.

5. CONSULTING FEE

5.1 During the term of this Agreement, the Company shall pay
the Consultant a consulting fee in consideration of the provision of the
Consulting Services equal $2,500 US per month (the "Consulting Fee").

6. STOCK OPTIONS

6.1 The Consultant may be granted, subject to the approval of
the Company’s board of directors, incentive stock options to purchase shares of
the Company’s common stock in such amounts and at such times as the Board of
Directors of the Company, in their absolute discretion, may from time to time
determine.

7. REIMBURSEMENT OF EXPENSES

7.1 The Company will pay to the Consultant, in addition to the
Consulting Fee, the reasonable travel and promotional expenses and other
specific expenses incurred by the Consultant in provision of the Consulting
Services, provided the Consultant has obtained the prior written approval of the
Company. 

8. TERMINATION

8.1 The Company may terminate this Agreement: (i) at any time
on sixty days’ notice; or (ii) without notice upon the occurrence of any of the
following events of default (each an “Event of Default”):

	 	(a) 	
      the Consultant’s commission of an act of fraud, theft or
      embezzlement or other similar willful misconduct;

	 	 	 
	 	(b) 	
      the neglect or breach by the Consultant of his material
      obligations or agreements under this Agreement; or

	 	 	 
	 	(c) 	
      the Consultant’s refusal to follow lawful directives of
      the Board,



provided that notice of the Event of Default has been delivered
to the Consultant and provided the Consultant has failed to remedy the default
within thirty days of the date of delivery of notice of the Event of
Default.

8.2 The Consultant may terminate this Agreement at any time
upon sixty days’ notice.

8.3 On termination of this Agreement for any reason, all rights
and obligations of each party that are expressly stated to survive termination
or continue after termination will survive termination and continue in full
force and effect as contemplated in this Agreement.

9. PROPRIETARY INFORMATION AND DEVELOPMENTS

9.1 The Consultant will not at any time, whether during or
after the termination of this Agreement for any reason, reveal to any person or
entity any of the trade secrets or confidential information concerning the
organization, business or finances of the Company or of any third 




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party which the Company is under an obligation to keep
confidential, except as may be required in the ordinary course of performing the
Consulting Services to the Company, and the Consultant shall keep secret such
trade secrets and confidential information and shall not use or attempt to use
any such secrets or information in any manner which is designed to injure or
cause loss to the Company. Trade secrets or confidential information shall
include, but not be limited to, the Company's financial statements and
projections, expansion proposals, property acquisition opportunities and
business relationships with banks, lenders and other parties not otherwise
publicly available.

10. RELIEF

10.1 The Consultant hereby expressly acknowledges that any
breach or threatened breach by the Consultant of any of the terms set forth in
Section 9 of this Agreement may result in significant and continuing injury to
the Company, the monetary value of which would be impossible to establish, and
any such breach or threatened breach will provide the Company with any and all
rights and remedies to which it may be entitled under the law, including but not
limited to injunctive relief or other equitable remedies.

11. PARTIES BENEFITED; ASSIGNMENTS

11.1 This Agreement shall be binding upon, and inure to the
benefit of, the Consultant, his heirs and his personal representative or
representatives, and upon the Company and its successors and assigns. Neither
this Agreement nor any rights or obligations hereunder may be assigned by the
Consultant.

12. NOTICES

12.1 Any notice required or permitted by this Agreement shall
be in writing, sent by registered or certified mail, return receipt requested,
or by overnight courier, addressed to the Board and the Company at its then
principal office, or to the Consultant at the address set forth in the preamble,
as the case may be, or to such other address or addresses as any party hereto
may from time to time specify in writing for the purpose in a notice given to
the other parties in compliance with this Section 12. Notices shall be deemed
given when delivered.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in
accordance with the laws of the Sate of Nevada and each party hereto adjourns to
the jurisdiction of the courts of the Sate of Nevada. 

14. REPRESENTATIONS AND WARRANTIES

14.1 The Consultant represents and warrants to the Company that
(a) the Consultant is under no contractual or other restriction which is
inconsistent with the execution of this Agreement, the performance of his duties
hereunder or other rights of Company hereunder, and (b) the Consultant is under
no physical or mental disability that would hinder the performance of his duties
under this Agreement.

15. MISCELLANEOUS

15.1 This Agreement contains the entire agreement of the
parties relating to the subject matter hereof. 




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15.2 This Agreement supersedes any prior written or oral
agreements or understandings between the parties relating to the subject matter
hereof.

15.3 No modification or amendment of this Agreement shall be
valid unless in writing and signed by or on behalf of the parties hereto.

15.4 A waiver of the breach of any term or condition of this
Agreement shall not be deemed to constitute a waiver of any subsequent breach of
the same or any other term or condition. 

15.5 This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances,
rules and regulations. If any provision of this Agreement, or the application
thereof to any person or circumstance, shall, for any reason and to any extent,
be held invalid or unenforceable, such invalidity and unenforceability shall not
affect the remaining provisions hereof and the application of such provisions to
other persons or circumstances, all of which shall be enforced to the greatest
extent permitted by law. 

15.6 The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or control or affect
the meaning of any provision hereof.

15.7 The Consultant acknowledges and agrees that O'Neill Law
Group PLLC has acted solely as legal counsel for the Company and that the
Consultant has been advised to obtain independent legal advice prior to
execution of this Agreement.

15.8 This Agreement may be executed in one or more
counter-parts, each of which so executed shall constitute an original and all of
which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above.

/s/ John Boschert
JOHN BOSCHERT

BLACKSTONE LAKE MINERALS INC.

by its authorized
signatory:

/s/ John Boschert
JOHN BOSCHERT,
CEO