ex102.htm


    AGREEMENT made as of the 15th
day of October, 2008

    


    between

    


    ST.
LAWRENCE ALLUVIAL SERVICES & LOGISTICS CORP.

    A company
incorporated under the laws of Panama

    and
its wholly owned subsidiary

    LOGISTICA
y SERVICIOS ALUVIALES SQAN LORENZO SAC

    A company
incorporated under the laws of Peru

    (hereinafter
collectively called “SLAC”)

    


    -and-

    


    CONSTITUTION
MINING CORP.

    A company
incorporated under the laws of the United States of America (hereinafter called
“CMIN”)

    


    


    WHEREAS CMIN wishes to obtain
consulting advice and exploration management and mineral property development
services with respect to CMIN’s exploration and development project in
Peru;

    


    AND WHEREAS SLAC represents
that its personnel, consultants, and contractors have the qualifications and
relevant expertise in exploration and development methods and techniques as well
as experience of working in South America in general and on alluvial-type
deposits in particular;

    


    AND WHEREAS CMIN wishes to
retain the services of SLAC, and SLAC is desirous of providing such services to
CMIN, for the aforesaid purposes on the terms and conditions hereinafter set
out;

    


    


    NOW THEREFORE THIS AGREEMENT
WITNESSES that the parties hereto agree as follows:

    


    
      	
              1.

            	
              TERM
      OF AGREEMENT.  The term of this Agreement shall be for one (1)
      year commencing 15 October 2008, and shall, unless renewed by mutual
      agreement in writing, terminate on 15 October
  2009.

            


    

    


    
      	
              2.

            	
              PROVISION
      OF SERVICES.  SLAC agrees, in consideration of the management
      fee payable to SLAC hereunder, to provide CMIN with exploration and
      development advice and management (hereinafter referred to as the
      “Services”) in connection with existing and proposed exploration programs
      of CMIN or its affiliated and/or subsidiary companies on the Gold Sands
      project in Peru as well as the support functions required to successfully
      implement such programs.  The Services shall include, but not be
      limited to, provision of logistics and infrastructure in the project area,
      office and administration support for project activities, exploration
      planning, program management, mapping, logging, provision of drilling
      services and equipment, provision of a field laboratory, processing and
      analysis of samples, data compilation,
data

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    processing,
interpretation of data, preparation of reports, assessment of exploration
techniques, evaluation of programs, discussions and training of CMIN exploration
staff, field trips and other assistance as may be requested by
CMIN.  In addition, SLAC shall endeavor to work with people and
communities that may be affected by the programs, and to minimize the impact on
the environment so as to preserve its purity.  SLAC shall provide the
Services hereunder in a good and workmanlike fashion, diligently, in good faith,
and in a manner consistent with industry best practices.  SLAC will
comply with all applicable statutes and regulations and the lawful requirements
and directions of any governmental authority having jurisdiction with respect to
the Services provided hereunder.

    


    
      	
              3.

            	
              PROVISION
      OF COMPETENT PERSONNEL AND EQUIPMENT.  SLAC agrees to provide
      competent personnel, consultants, and contractors to carry out the
      Services.  SLAC will also provide appropriate equipment and
      infrastructure in order that the programs call be successfully
      implemented.

            


    

    


    
      	
              4.

            	
              PROGRAM
      AND BUDGET.  SLAC shall in conjunction with CMIN, develop the
      overall program.  Component program elements shall be budgeted,
      and, upon approval by CMIN, executed under the direction of
      SLAC.

            


    

    


    
      	
              5.

            	
              COSTS.  All
      costs incurred in the execution of the Services shall be charged to
      CMIN.

            


    

    


    
      	
              6.

            	
              MANAGEMENT
      FEE.  SLAC shall charge a Management Fee of 10 on all costs
      incurred in the execution of the
Services.

            


    

    


    7.           INVOICING.  SLAC
shall submit invoices to CMIN on a monthly basis.

    


    
      	
              8.

            	
              PAYMENT.  CMIN
      shall pay SLAC within two weeks of receipt of invoice.  All
      amounts due hereunder shall be paid in USD, and shall be deposited by CMIN
      in a bank account as designated by SLAC in
  writing.

            


    

    


    
      	
              9.

            	
              ADVANCE.  CMIN
      shall advance to SLAC the sum of USD 250,000, which sum shall be due on
      execution of the agreement.

            


    

    


    
      	
              10.

            	
              LOCAL
      TAXES.  The amounts due hereunder shall be net of
      taxes.  CMIN shall assume the cost of any tax or withholding
      obligation, and shall provide SLAC with a copy of an official receipt
      evidencing payment of any such
taxes.

            


    

    


    
      	
              11.

            	
              INDEPENDENT
      CONTRACTOR.  With respect to all claims and damages on account
      of loss or damage to property, or injury or death of any person or persons
      arising from or out of provision of the Services by SLAC hereunder, SLAC
      shall be deemed to be an independent contractor, and neither it not its
      personnel shall be deemed to be a representative, agent, or employee of
      CMIN, and, with respect to any such claim, damage, loss, injury or death,
      SLAC shall indemnify and save CMIN harmless from and against any and all
      liability for such loss, damage, injury or death, except such liability as
      may arise out of sole negligence of CMIN.  SLAC shall maintain
      such insurances as will protect it from all claims and damages for
      personal injury and death, and from all claims and property damage arising
      from the provision of the Services under this
  Agreement.

            


    

     

    
 

    
      
         


      

      
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-

        
          

        

      

      
         


      

    


    


    
      	
              12.

            	
              CONFIDENTIALITY.  SLAC
      shall, and shall cause all its personnel, consultants, and contractors to,
      keep confidential all information disclosed by CMIN or acquired by SLAC
      through the performance of the Services hereunder, and shall not disclose
      for divulge such information to third parties without the written consent
      of CMIN.  The obligation to keep secret and confidential and not
      disclose any such information shall not apply to any information oin the
      public domain or which at the time of disclosure is already known to SLAC
      and/or its personnel, consultants, and contractors, or when disclosure is
      required under applicable law and
regulations.

            


    

    


    
      	
              13.

            	
              TERMINATION
      FOR DEFAULT.  If either party fails to perform any of its
      obligations to the other party under this Agreement, and such
      non-performance is not cured within thirty (30) days after receipt by the
      defaulting party of written notice of the non-performance, then the party
      giving notice of non-performance may terminate this Agreement by giving
      ten (10) days prior written notice to the defaulting
  party.

            


    

    


    
      	
              14.

            	
              ARBITRATION.  In
      case of disputes arising under this Agreement, which are not settled
      within a reasonable time and not exceeding three (3) months, the parties
      shall refer such disputes and differences to arbitration in the United
      States of America.

            


    

    


    
      	
              15.

            	
              NOTICES.  Any
      communication required or permitted to be given under this Agreement shall
      be in writing and shall be sufficiently given if delivered by hand, sent
      by facsimile, couriered, or mailed by certified or registered mail,
      postage prepaid, addressed as
follows:

            


    

    


    TO
CMIN:             CONSTITUTION
MINING CORP.

    
      	
               
      

            	
              Manuela
      Saenz 323, Suite 706

            


    

    
      	
               
      

            	
              (C1107BPA)
      Buenos Aires

            


    

    
      
        	
                 
      

              	
                Argentina

              
	 	 
	 	FAX 
      +54-11-5236 9978


      

    

     

    TO
SLAC:              ST.
LAWRENCE ALLUVIAL SERVICES & LOGISTICS CORP

    
      	
               
      

            	
              &

            


    

    
      	
               
      

            	
              LOGISTICA
      y SERVICIOS ALUVIALES SAN LORENZO
SAC

            


    

    
      	
               
      

            	
              Calle
      2a, #129

            


    

    
      	
               
      

            	
              Villa
      Soberania, Panama City

            


    

    
      	
               
      

            	
              Republic
      of Panama

            


    

    


    
      	
               
      

            	
              FAX  +507-264-7521

            


    

    


    
      	
              16.

            	
              ASSIGNMENT:  SLAC
      may not assign, pledge, mortgage, or otherwise encumber any of its rights
      hereunder without the prior written consent of
  CMIN.

            


    

    


    
      	
              17.

            	
              GOVERNING
      LAW.  This Agreement shall be interpreted in accordance with the
      Laws of the United States of
America.

            


    


    
      
         


      

      
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-

        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF the parties
hereto have executed this Agreement under their respective hands of their proper
offices duly authorized in that behalf as applicable.

    


    CONSTITUTION
MINING CORP

     

     

    By: /s/
Willem
Fuchter                                                          


              
 William Fuchter

     

    Title:  
President, Chief Executive Officer,

               
and Director

     

     

     

    ST.
LAWRENCE ALLUVIAL SERVICES & LOGISTICS CORP

    &

    LOGISTICA
y SERVICIOS ALUVIALES SAN LORENZO SAC

     

     

    By: /s/
Cesar De
Gracia                                                         


                 Cesar
De Gracia

     

    Title:    
President

     

     


    
      
         


      

      
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