Filed by sedaredgar.com - Rivett Minerals Inc. - Exhibit 10.9






Exhibit No. 10.9

CONSULTANCY SERVICES
AGREEMENT

MEMORANDUM OF AGREEMENT made
as of the 1st day, of October. 2008. BETWEEN:

REVETT MINERALS INC., 

a corporation incorporated under thelaws of Ontario, Canada,

(hereinafter referred to as the "Corporation"),

- and

SHANAHAN PARTNERS LLC,

a limited liability corporation registered under the laws of
the state of New York in the United States of
America,

(hereinafter referred to as "Consultant Firm"). WHEREAS the 

     Corporation is a public
company;

     AND
WHEREAS the business of Consultant Firm includes the provision of
management services, to be provided by John Shanahan, an employee of Consultant
Firm (the "Employee");

     AND
WHEREAS the Corporation wishes to engage Consultant Firm to provide
consultancy services of its Employee for an interim basis as the Interim
President and Chief Executive Officer of the Corporation (the "CEO"):

     AND
WHEREAS Consultant Firm is willing to provide to the Corporation and/or any of its subsidiaries (hereinafter
collectively referred to as -Revett") the requisite consultancy services.

     NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
respective covenants and agreements herein contained and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties
covenant and agree as follows:

     DEFINITIONS

     In this Agreement. unless the
context otherwise requires. the following terms shall have the following
meanings: 

     "Board"
shall mean the board of directors of the Corporation. with John
Shanahan declaring his interest and refraining from voting as a Director on any
transaction or decision which is in any way related to his being the CEO.

1




     "Business
Day" means a day other than a Saturday, Sunday. statutory holiday or
other day on which banks are generally closed in Ontario.

     "Business
Combination" shall mean a merger, amalgamation, takeover or other
business combination, resulting from a legal amalgamation, plan of arrangement
or similar corporate process whereby the Corporation becomes part of another
ongoing corporation, whether the Corporation is the -surviving'.
entity-_ or not, where such merger, amalgamation, takeover or other
business combination is approved by the necessary majority of the Incumbent
Directors;

     "Cause" shall mean any act
or omission of the Consultant Firm and/or its Employee which would in law permit
an employer to, without notice or payment in lieu of notice. terminate the
employment of an employee.

     "Change of Control"
means a transaction or series of transactions whereby directly
or indirectly:

     any person or combination of
persons obtains a sufficient number of securities of the Corporation to affect
materially the control of the Corporation; or

     the Incumbent Directors cease to
represent a majority of the members of the Board; or

     the Corporation shall consolidate
or merge with or into, amalgamate with, or enter into a statutory arrangement
with. any other person (other than a subsidiary of the Corporation) or any other
person (other than a subsidiary of the Corporation) shall consolidate or merge
with or into, or amalgamate with or enter into a statutory arrangement with, the
Corporation, and. in connection therewith, all or part of the outstanding voting
shares shall be changed in any way, reclassified or converted into, exchanged or
otherwise acquired for shares or other securities of the Corporation or any
other person or for cash or any other property; or

     all or substantially all of the
assets of the Corporation are sold to a person or combination of persons.

     For the purposes of clause (a), a
person or combination of persons holding shares or other securities in excess of
the number which. directly or following conversion thereof, would entitle the
holders thereof to cast 40% or more of the votes attaching to all shares of the
Corporation which may be cast to elect directors of the Corporation, shall be
deemed to be in a position to affect materially the control of the
Corporation.

     "Committee" means the Human Resources and Compensation
Committee of the Board.

     "Confidential Information" means non-public information
not generally known about the Corporation, which the Corporation desires to
protect and keep secret and confidential (including information and trade
secrets conceived, originated, discovered or developed by the officers,
employees or consultants either employed by or retained by the Corporation)
concerning the business and affairs of the Corporation including, without
limitation:

     (a) knowledge of all business or
financial opportunities which are or may be available to the Corporation;

     (b) all inventions and product
enhancements and developments; or,

2




     (c) the present and contemplated
plans, strategies, costs, prices, systems. pricing policies and financial
information used by the Corporation or its affiliates in connection with its
business and client lists and information concerning the customers of the
Corporation and/or its affiliates, their names, addresses, needs and
preferences.

     It is understood, however, that
Confidential Information shall not include Confidential Information that becomes
part of the public domain by publication or otherwise, not due to any
unauthorized act or omission of the Executive.

     "Corporation" shall have the meaning first set out
above and, where appropriate herein, shall include the subsidiaries and
affiliates of the Corporation.

     "Effective Date"
shall be the first day of October, 2008.

     "Incumbent
Directors" means the members of the Board holding office at the
Effective Date and any additional directors appointed by or with the consent of
a majority of the Incumbent Directors.

     "Term"
has the meaning set forth in Section 5.1. 

     ARTICLE 1

     SERVICES

     Section 1.1
Engagement.

     Subject to any other provisions
of this Agreement, the Corporation hereby engages Consultant Firm as an
independent contractor to supply to the Corporation such of the services
specified in Section 1.2 of this Agreement and any other services as may appear to the Corporation from time to time to be
necessary or appropriate (collectively, the "Services") and
Consultant Firm hereby agrees to supply or cause to he supplied the Services for
the duration of this Agreement on a continuing and on-going basis. Consultant
Firm reserves the right to determine the assignment of its personnel to the
performance of the Services except that as a fundamental term of this Agreement,
John Shanahan, the Employee, shall perform the Services on a full time basis,
unless otherwise mutually agreed by the parties hereto and subject to the
following:

     sickness, vacation time and
other reasonable absences from the provision of Services including;

     legal requirements which
prevent the provision of Services or

     any event
outside of Consultant Firm's control which restricts Consultant Firm's ability
to comply with this provision.

     Section 1.2
Services.

     The principal Services to be supplied by Consultant
Firm shall comprise:

     (a) the
provision of executive management services as appropriate for the position of a
President and Chief Executive Officer of a publicly traded and TSX listed mining
company similar to the Corporation.

     (b) the
provision of the services of Employee in the position of President and Chief
Executive Officer of the Corporation from time to time at the pleasure of the
Board;

3




     (c) the
execution, implementation, management and review of such other projects or
transactions as the Corporation may authorize or direct.

     Section 1.3
Location.

     The Services
shall be rendered at the Consultant Firm's offices and, from time to time as determined by the
Employee, at such of the offices and business locations of the Corporation as
appropriate: however, Consultant acknowledges that the performance of the
Services hereunder may necessitate travel by Employee to various other
locations. from time to time, in connection with the fulfilment of his duties.

     Section 1.4
Performance Standards.

Consultant Firm
shall and shall cause Employee to provide the Services in a faithful, diligent,
honest and professional manner and in a manner consistent with the policies
determined from time to time by the Board. Without limiting the generality of
the foregoing, Consultant Firm shall exercise all the skill, care and diligence
to be expected of a qualified and competent consulting firm experienced in
providing services in each of the disciplines to which the Services hereunder
relate.

     Section 1.6
Relationship.

     The relationship between the
Corporation and Consultant Firm shall be that of independent contractor and
nothing herein shall constitute the Employee or any other employee of the
Consultant Firm who performs the Services, as an employee of the Corporation.
The Consultant Firm acknowledges and agrees that as an independent contractor,
the Employee is not entitled to participate in his capacity of CEO, in any of
the Corporation's benefit plans.

     Section 1.7 Direction and
Control.

     As an independent contractor,
Consultant Firm shall be responsible, in conjunction with and under the guidance
of the Corporation. for determining the means and methods of performing the
Services within the overall standards and policies established by the
Corporation.

     ARTICLE 2

     FEES AND REIMBURSEMENT OF
EXPENSES 

    Section 2.1 Fees.

     Consultant Firm shall receive a
consulting fee of US$30,000.00 per month (the "Base Fee"), payable monthly in
arrears.

     Section 2.2
Currency.

     The fees hereunder shall be
calculated and paid in United States Dollars. Any disbursements and/or expenses
reimbursed shall be payable in such currency as may, from time to time, be
agreed between the Corporation and the Consultant Firm.

     Section 2.3
Deductions.

     The Corporation shall not have
any responsibility to make deductions for, or to pay benefits, health, welfare
and pension costs, withholdings for federal. state, county or city income or
employment taxes, Unemployment Insurance premiums. social security taxes,
disability insurance premiums or any 

4




other similar charges with respect to the Consultant Firm or
its employees, and the Consultant Firm acknowledges and agrees it is responsible
for all such matters.

     Section 2.4
Expenses

     The Corporation shall reimburse
the Consultant Firm and/or Employee for all out-of-pocket expenses reasonably
and properly incurred by the them in connection with the supplying of the
Services hereunder, provided that the Consultant Firm and/or its employees shall
furnish to the Corporation statements and vouchers for all such expenses.

     Section 2.5 Stock
Options

     The Consultant Firm or its
nominee. shall he entitled. as a consultant to the Corporation, subject to the
discretion and determination of the Board (or a properly designated Committee
thereof), to participate in the Corporation's stock option plan (the "Option
Plan"), on such terms, including as to vesting as shall be determined by the
Board at the time of any such grant. Any grant of share options shall not he
construed to require the Corporation to grant. or inhibit the Corporation from
granting to the Consultant Firm additional stock options pursuant to the Option
Plan from time to time.

     ARTICLE 3 

     TERMINATION 

     Section 3.1
Termination

     Notwithstanding the provisions of
Section 5.1 hereof, this agreement may be terminated by the Corporation or the
Consultant Firm, as the case may be, by notice in writing at any time upon the
happening of any of the following events, in which event this consulting
agreement shall terminate upon the date specified in such notice:

     3.1(a) by the Corporation for
Cause, which shall include the inability of the Consultant Firm to supply the
Services of Employee;

     3.1(b) by the Corporation without
Cause, in which case the Consultant Firm will receive the following:

     a lump sum amount equal to the
balance of the Term or in the case of termination without Cause after a Change
of Control or a Business Combination within six (6) months after the Employee
ceases to be CEO, a lump sum equal to the balance of the Term, if any payable as
at the date of termination of this agreement, to he paid within 7 days of the
date of termination and, in addition. $300,000 worth of Shares valued as of the
date of the Change in Control or the closing date of the Business Combination as
the case may be, based on the 10 day VWAP of the Shares on the TSX;

     3.1(c) by the Consultant Firm. by
giving two (2) week's notice to the Corporation.

     3.1(d) in the event of a
termination without Cause after a Change of Control, any unvested options
previously granted to the Consultant Firm or its nominee. shall immediately vest
as of the effective time of such termination;

5




     Section 3.2 Deliveries on
Termination

     Upon the termination of this
Agreement pursuant to sections 3.1(a) . (h) or (c). the Consultant Firm shall
forthwith: 

     Deliver to the Corporation all materials relating to the business and
  affairs of the Corporation, including, without limitation, the property of the
  Corporation and its subsidiaries described in section 5.1 hereof; and

     return to the Corporation all
property including any Confidential Information and all copies and reproductions
thereof in any form whatsoever received by the Consultant Firm or its employee
and delete same from all retrieval systems and databases used by the either of
them.

     ARTICLE 4


     CONFIDENTIALITY


     Section 4.1
Non-Disclosure.

     In the course of performing its
obligations and responsibilities under this Agreement. Consultant Firm and its employees (including Employee) may receive
information of a confidential or proprietary nature and agrees:

          (a)
not to disclose to a third party or use for any purpose, or reason whatsoever
(other than for the benefit of the Corporation in
connection with the Services), in any manner. any such information without the
consent of the Corporation except as may be required by any law or
regulation:

          (b)
to respect that confidentiality by employing security measures appropriate to
the nature of the information retained and the means by which that information is recorded or stored; and

          (c)
upon termination of this Agreement. to deliver promptly to the Corporation or.
at the Corporation's option, to destroy any such information in Consultant
Firm's possession or control.

     Consultant Firm shall take all
reasonable steps to cause Employee and any other of its employees to observe and
comply with these restrictions.

     ARTICLE
5

     TERM

     Section 5.1
Term.

     This Agreement shall be effective
from the Effective Date and shall remain in force for six (6) months form the
Effective Date. or such longer period as ay be agreed to in writing by the
parties hereto, unless and until terminated earlier as provided for in this
Agreement.

6




     ARTICLE 6

     ASSIGNMENT

     Section 6.1
Assignment.

     Except as provided herein. no
party to this Agreement may assign, delegate or otherwise transfer any of its
rights, obligations and responsibilities under this Agreement without the prior
written consent of the other parties and any such purported transfer shall be
null and void.

     ARTICLE 7

     MISCELLANEOUS

    Section
  7.1 Notices.

     Any notice, demand or other
communication which is required or permitted by this Agreement to be given or
made by a party hereto shall be in writing and shall be sufficiently given if
delivered personally or sent by pre-paid registered mail at the following
addresses:

     (a) to the Corporation at:

     Revett Minerals Inc.

     11115 E.Montgomery, Suite G

     Spokane Valley, Washington 99206,
USA 

     Attention:                the
CFO 

     Telephone:             
1 509 921 2294 

     Facsimile:                1
509 891 8901

     (b) to the Consultant Firm at: 70
East 9611 Street, 

     Suite 9B

     New York, New York 10128. USA
Attention: the 

     President 

     Telephone: 1 212 289 8726
Facsimile: 1 212 202 5263

     or at such other address as any
party may from time to time advise the other party by notice in
writing. Every notice or other communication shall be deemed to have
been received! (i) on the date of receipt if given by personal delivery, and
(ii) the fifth Business Day after which it is mailed, if sent by registered
mail. Notwithstanding the foregoing, if a strike or lockout of postal
employees is in effect. or generally known to be impending, notice shall be
effected by personal delivery.

7




     Section 7.2
Entire Agreement.

     This Agreement
constitutes the entire Agreement between the parties with respect to the
provision of Services hereunder and any and all previous agreements. written or
oral. express or implied between the parties or on their behalf relating to the
subject matter of this Agreement are terminated and cancelled and
each of the parties releases and forever discharges the other from all manner of
action, claim or demand whatsoever under or in respect of any such previous
Agreement.

     Section 7.3
Waiver

     The waiver by any of the parties
of any action. right or condition described in this Agreement, or of any breach
of a provision of this Agreement, shall not constitute a waiver of any other
occurrences of the same event unless in writing by the party purporting to give
the same.

     Section 7.4
Amendment.

     This Agreement may not be
modified or amended except by an instrument in writing signed by both
parties.

     Section 7.5
Enforcement.

     This Agreement shall ensure to
the benefit of and shall be binding upon and enforceable by the parties hereto
and their respective successors and permitted assigns.

     Section 7.6 Additional
Assurances.

     Each party shall from time to
time and at all times hereafter do such further acts and things and execute such
further documents and instruments as shall reasonably be required in order to
fully perform and carry out the terms of this Agreement.

     Section 7.7
Governing Law.

     This Agreement and the rights and
obligations of the parties hereto shall be governed by and construed in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

     Section 7.8
Counterparts.

     This Agreement may be executed in
counterparts each of which shall be deemed to be an original and both of which
taken together shall constitute one and the same agreement.

     Section 7.9
Survival.

     The provisions of Article 4 shall
survive the termination of this Agreement.

     Section 7.10 Independent
Legal Advice.

     Consultant Firm acknowledges that
it has obtained adequate and independent legal advice with respect to this
Agreement prior to its execution.

8




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

REVETT MINERALS INC.

	 	 by 	"signed"
	 	 	SHANAHAN PARTNERS LLC