Filed by sedaredgar.com - Contact Minerals Corp. - Exhibit 10.2






AMENDED AND RESTATED PROPERTY OPTION AGREEMENT

This Agreement made as of the 30th day of June,
2008.

BETWEEN:

WILLIAM McCULLAGH, businessman,
with an office at 
4514 248th Street, Aldergrove, BC, Canada V4W
1B6

(herein called “McCullagh”)

OF THE FIRST PART

AND:

CONTACT MINERALS CORP., a
Nevada company also 
extra-provincially registered in British Columbia under
the 
name CMC Contact Minerals Corp., with its head office at 
Suite
206-475 Howe Street, Vancouver, BC, Canada V6C 2B3

(herein called “Contact”)

OF THE SECOND PART

WHEREAS:

	(a) 	
      McCullagh is the sole beneficial owner of certain mineral
      claims in the Province of British Columbia, Canada (herein called the
      “Property”). Particulars of the Property are attached hereto as Schedule
      “A”;

	 	 
	(b) 	
      McCullagh has agreed to option to Contact 100% of its
      interest in the Property, subject to the terms and conditions hereinafter
      set out; and

	 	 
	(c) 	
      The parties had previously entered into a Property Option
      Agreement dated June 30, 2007 and now desire to amend and restate such
      agreement.



NOW, THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the payments and the premises, mutual covenants and agreements herein
contained, the parties agree as follows:

	1. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 
	1.1 	
      Contact represents and warrants to McCullagh
  that:

	 	 	 
		(a) 	
      it is a body corporate duly incorporated, organized and
      validly subsisting under the laws of the State of
Nevada;







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		(b) 	
      it has obtained all corporate authorizations for the
      execution and performance of this Agreement and any agreements referred to
      or contemplated herein;

	 	 	 
		(c) 	
      the execution and delivery of this Agreement and any of
      the agreements referred to or contemplated herein, will not conflict with
      or result in the breach of any agreement to which it is a party;

	 	 	 
		(d) 	
      the execution and delivery of this Agreement and any of
      the agreements referred to or contemplated herein, will not violate or
      result in the breach of the laws of any jurisdiction applicable or
      pertaining thereto or of its constating documents.

	 	 	 
	1.2 	
      McCullagh represents and warrants to Contact
  that:

	 	 	 
		(a) 	
      the mining claims and other interests comprising the
      Property are accurately described in Schedule A, are presently in good
      standing under the laws of the jurisdiction in which they are located and
      are free and clear of all liens, charges and encumbrances;

	 	 	 
		(b) 	
      McCullagh has the exclusive right to enter into this
      Agreement and to dispose of an interest in the Property in accordance with
      the terms of this Agreement;

	 	 	 
		(c) 	
      Any mining claims included in the Property as described
      in Schedule A have been properly and legally located and
  recorded;

	 	 	 
		(d) 	
      The execution and delivery of this Agreement and any of
      the agreements referred to or contemplated herein, will not conflict with
      or result in the breach of any agreement to which he is a
  party.



1.3          
The representations and warranties herein set out are conditions on which the
parties have relied in entering into this Agreement and shall survive the
acquisition of any interest in the Property hereunder and each party will
indemnify and save the other harmless from all loss, damage, costs, actions and
suits arising out of or in connection with any breach of any representation,
warranty, covenant, agreement or condition made by him and contained in this
Agreement.

	2. 	OPTION PRICE 


The option price for McCullagh’s 100% undivided interest in the
Property will be as follows:

	 	(a) 	
      A total of US$25,000, payable as follows, $2,500 (paid)
      within 10 business days of signing of this Agreement, and $2,500 (paid)
      within 10 days of Contact being listed for trading on the OTCBB Exchange
      and $10,000 due within 120 days after June 30, 2008 and $10,000 due on
      June 30, 2009.

	 	 	 
	 	(b) 	
      One percent (1%) Net Smelter Returns Royalty (NSR) as
      defined in Schedule B to a maximum of
$1,000,000.







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	3. 	TRANSFER OF PROPERTY



McCullagh hereby agrees to transfer and assign to Contact a
100% undivided interest in and to the Property, free and clear of all
encumbrances (except for the 1% NSR) upon Contact completing the payments to
McCullagh. McCullagh agrees to execute and deliver any and all documents
required of it to deliver registered title of the Property to Contact.

	4. 	
      NOTICE

	 	 
	4.1 	
      Any notice, direction or other communication required or
      permitted to be given under this Agreement shall be in writing and may be
      given by the delivery of the same as follows:




	 	If to Contact at:

	 	 	  
	 	 	206-475 Howe Street 
	 	 	Vancouver, BC, Canada 
	 	 	V6C 2B3 
	 	 	  
	 	If to McCullagh at:
  
	 	 	  
	 	 	4514-248th Street, 
	 	 	Aldergrove, BC, Canada 
	 	 	V4W 1B6 



	4.2 	
      Any notice, direction or other communication aforesaid
      will be deemed to have been given and received on the day it was
      delivered.

	 	 
	4.3 	
      Any party may at any time give to the other party notice
      in writing of any change of address of the party filing such notice, and
      from and after the filing of such notice, the address specified will be
      the address of such party for the purposes of filing notice
    hereunder.

	 	 
	5. 	
      GENERAL PROVISIONS

	 	 
	5.1 	
      Arbitration: The parties agree that all questions
      or matters of dispute as to the interpretation or effect or any provision
      of this Agreement or any schedules attached hereto shall be finally
      settled by arbitration carried out by a single arbitrator in accordance
      with the provisions of the Commercial Arbitration Act of British
      Columbia. The parties agree that the award of such arbitrator shall be
      binding upon each of them as to law and fact and there shall be no
      appeal.

	 	 
	5.2 	
      Further Assurances: The parties will execute such
      further and other documents and do such further and other things as may be
      necessary or convenient to carry out and give effect to the intent of this
      Agreement.

	 	 
	5.3 	
      Entire Agreement: This Agreement constitutes the
      entire agreement between the parties and replaces and supersedes all prior
      agreements, memoranda, correspondence, communications, negotiations and
      representations, whether oral or written, express or implied, statutory or
      otherwise between the parties with respect to the subject
  matter







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      herein. This Agreement may not be amended or modified
      except by an instrument in writing signed by each of the parties
      hereto.

	 	 
	5.4 	
      Waiver: No consent or waiver, express or implied,
      by any party to or of any breach or default by any other party of any or
      all of its obligations under this Agreement will be valid unless it is in
      writing and stated to be a consent or waiver hereunder.

	 	 
	5.5 	
      Manner of Payment: All payments to be made to any
      party hereunder may be made by certified cheque or bank draft delivered to
      such party at its address for notice purposes as provided
herein.

	 	 
	5.6 	
      Area of Influence: Any mining claims located or
      acquired by McCullagh or Contact within a ten (10) kilometer area
      surrounding the border of the Property shall become part of the Property
      and held subject to the terms of this Agreement. In this regard McCullagh
      agrees to assist in any negotiations required to acquire the surrounding
      property.

	 	 
	5.7 	
      Time of the Essence: Time is hereby expressly made
      of the essence with respect to the performance by the parties of their
      respective obligations under this Agreement.

	 	 
	5.8 	
      Enurement: This Agreement shall enure to the
      benefit of and be binding on all the parties hereto and their respective
      heirs, executors, administrators, personal representatives or successors,
      as the case may be and permitted assigns.

	 	 
	5.9 	
      Assignment by Contact: This Agreement and the
      rights hereunder may be assigned by Contact in whole or in part, provided
      that written notice of such assignment shall be provided to
    McCullagh.

	 	 
	5.10 	
      Schedule: The following schedules are incorporated
      into this Agreement by reference:

	 	 
		
      Schedule A      Description of Property

        Schedule B       Net Smelter
    Returns Royalty

  
	 	 
	5.11 	
      Governing Law: This Agreement shall be construed
      and governed by the laws in force in the Province of British Columbia.
      This paragraph shall not be construed to affect the rights of a party to
      enforce a judgment or award outside the said Province, including the right
      to record and enforce a judgment or award in any jurisdiction in which the
      Property is situated.

	 	 
	5.12 	
      Headings: The headings to the articles,
      paragraphs, parts or clauses of this Agreement and the table of contents
      are inserted for convenience only and shall not affect the construction
      hereof.

	 	 
	5.13 	
      Currency: Except as expressly stated herein all
      dollar amounts refer to lawful currency of the United States of
      America.

	 	 
	5.14 	
      Independent Legal Advice: Each of the parties
      acknowledges and confirms that it has been provided sufficient opportunity
      to obtain the recommended independent legal advice and understands the
      terms of, and its rights and obligations under this
  Agreement.







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IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be duly executed as of the day of year first above written.

	SIGNED, SEALED AND DELIVERED by 	) 	  
	CONTACT MINERALS CORP. 	) 	  
	  	) 	  
	/s/ Witness 	) 	           
             C/S 
	  	) 	  
	Witness 	) 	  
	  	  	  
	/s/ Kerry J. McCullagh 	  	  
	  	) 	  
	authorized signatory 	) 	  
	  	  	  
	  	  	  
	SIGNED, SEALED AND DELIVERED by 	) 	  
	WILLIAM McCULLAGH in the 	) 	  
	presence of: 	) 	  
	  	) 	  
	/s/ Witness 	) 	/s/ William McCullagh 
	  	) 	 
    
	Witness 	) 	WILLIAM McCULLAGH







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SCHEDULE A

DESCRIPTION OF PROPERTY

The “Property”, consists of the following six claims, located
in the Province of British Columbia, Canada:


	  	Name of Claim 	Lot Number 
	1) 	Triune 	05681 
	2) 	Enterprise 	05682 
	3) 	Silver Chief 	05683 
	4) 	Kamloops Fraction 	05684 
	5) 	Revenge 	05685 
	6) 	Kamloops 	04952 



Any other mining claims or interests acquired by Contact or
McCullagh within the Area of Influence.




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 SCHEDULE B

NET SMELTER RETURNS ROYALTY

	1. 	
      “Net Smelter Returns Royalty” shall mean one
      percent (1%) of the actual proceeds received from any mint, smelter,
      refinery or other purchaser for the sale of ores, base metals, precious
      metals, rare earth metals, elements or other minerals or concentrates
      produced from the Property and sold, after deducting from such proceeds
      the following charges to the extent that they were not deducted by the
      purchaser in computing payment: smelting and refining charges, penalties,
      smelter assay costs and umpire assay costs, costs of freight and handling
      of metals of or concentrates from the Property to any mint, smelter,
      refinery or other purchaser, marketing costs, insurance on all such metals
      or concentrates, custom duties or mineral taxes or the like and export and
      import taxes or tariffs payable in respect of said ores, metals or
      concentrates. But not including Contact’s income tax, property tax, ad
      valorem tax, business tax or similar taxes. Any charges to be deducted
      hereunder which are made to an associated company of Contact must be on
      commercially reasonable terms.

	 	 
	2. 	
      Payments:

	 	 
	2.1 	
      Payments of Net Smelter Returns Royalty shall be made
      within 30 days after the end of each calendar quarter in which net smelter
      returns, as determined on the basis of final adjusted invoices, are
      received by Contact.

	 	 
	2.2 	
      All such payments shall be made in United States dollars.
      For the purpose of determining Net Smelter Returns Royalty, all receipts
      and disbursements in currency other than US currency shall be converted
      into US currency on the day of receipt or disbursement, as the case may
      be.

	 	 
	2.3 	
      Each payment of Net Smelter Returns Royalty shall be
      accompanied by a statement indicating the calculation of Net Smelter
      Returns Royalty paid. McCullagh shall be entitled to audit, during normal
      business hours, such books and records as are necessary to determine the
      correctness of the payments, provided however, that such audit shall be
      made only on an annual basis and within 12 months of the end of the fiscal
      period in respect of which such audit is made.

	 	 
	2.4 	
      The maximum payment of Net Smelter Returns Royalty shall
      be the aggregate amount of $1,000,000, after which this royalty will
      discontinue.