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EXHIBIT 10.9





Management Services Agreement




     This Management Services Agreement (the “Agreement”) is entered into this 6th
day of February 2006, with an effective date of February 1, 2006 (the “Effective Date”), by and
between White Mountain Titanium Corporation, a Nevada corporation (“WMTC”), and Michael P.
Kurtanjek (“Mr. Kurtanjek”).



RECITALS:




     A. WMTC, through its wholly owned Chilean subsidiary, owns a rutile mineral property known as
the Cerro Blanco project located in Region III of Chile and is or proposes to carry on mining
operations on the project.



     B. Mr. Kurtanjek has served as President and CEO of WMTC since February 2004 and has devoted a
substantial amount of his time to the business of WMTC pursuant to a Retainer Agreement dated
February 25, 2004 (the “Retainer Agreement”).



     C. WMTC desires to extend the employment of Mr. Kurtanjek pursuant to the terms and conditions
of this Agreement and to terminate the existing Retainer Agreement effective with the commencement
of this Agreement.



     NOW, THEREFORE, in consideration of the mutual terms and conditions set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:



     1. Services and Duties.



          a. Termination of Retainer Agreement. WMTC and Mr. Kurtanjek hereby terminate the
Retainer Agreement effective at the close of business on January 31, 2006.




          b. Title and Duties. Mr. Kurtanjek shall serve as President and CEO of WMTC. He
shall perform such services consistent with his position as might be assigned to him from time to
time by the Board of Directors (the “Board”) and are consistent with the bylaws of WMTC. Mr.
Kurtanjek shall have such responsibilities and authority as is commensurate with such office and as
may be prescribed by the Board and bylaws of WMTC. The Board shall have the right to review and
change the responsibilities of Mr. Kurtanjek from time to time as it may deem necessary or
appropriate, provided, however, that such responsibilities shall not be inconsistent with his
position as President. Upon request of the Board, Mr. Kurtanjek shall perform like services for
any corporation controlled by WMTC (each hereinafter a “subsidiary”).




          c. Management Services. In addition to services as President and CEO of WMTC, Mr.
Kurtanjek shall manage and be responsible for the planning, implementation, and reporting on
exploration, feasibility, and project development activities carried out on the WMTC properties
held in Chile through its subsidiary.




 









 





          d. Time Commitment. Mr. Kurtanjek shall devote not less than 95% of his entire
business time, attention, skill, and effort to the performance of his duties under this Agreement
for WMTC and any subsidiary.




          e. Conflicts of Interest. During the term of this Agreement Mr. Kurtanjek shall not
shall carry on or be engaged in or concerned with or advise in the operating of any other business
or enterprise which is in conflict with their obligations under this Agreement or in competition
with WMTC or its subsidiary.




     2. Compensation and Reimbursable Expenses.



          a. Monthly Fee. In consideration of the services provided by Mr. Kurtanjek as set
forth herein, WMTC shall pay to him US$9,500 per month, which amount shall be pro rated for any
partial month of service. Payments hereunder shall be made on the first business day following the
month of service.




          b. Out-of-Pocket Expenses. WMTC shall reimburse Mr. Kurtanjek for all reasonable
travel, lodging, car rental, entertainment, and other expenses incurred or paid by him in
connection with, or related to, the performance of his duties, responsibilities or services under
this Agreement. Expenses shall be submitted on an expense report for payment approved by WMTC and
payment of expenses shall be made by WMTC within fifteen (15) days upon presentation.




     3. Term and Renewal. The term of this Agreement shall be for a period of one year from the
Effective Date, unless it is terminated earlier as provided herein. Beginning on that date, and on
each anniversary thereafter, unless it is terminated earlier as provided herein or WMTC delivers
written notice to Mr. Kurtanjek of its intention not to extend the Agreement at least ninety (90)
days before such anniversary date, the term of this Agreement shall automatically be extended for
one additional year. The restrictive covenants in paragraph 5 hereof shall survive the termination
of this Agreement.



     4. Termination.



          a. Termination Without Cause. Either WMTC or Mr. Kurtanjek may terminate this
Agreement at any time without cause (as defined below), provided that it or he gives written notice
of termination to the other party at least ninety (90) days before the date of such termination.




          b. Termination For Cause. WMTC shall be entitled at any time, with or without prior
notice, to terminate this Agreement for cause, in which case no compensation or other fees (other
than such fees that have already been earned by Mr. Kurtanjek) shall be payable to Mr. Kurtanjek
after such termination. “Cause” means Mr. Kurtanjek’s (i) gross negligence in the performance or
non-performance of any material duties to WMTC; (ii) commission of any material criminal act or
fraud or of any act that affects adversely the reputation of WMTC; (iii) habitual neglect of Mr.
Kurtanjek’s duties that are required to be performed under this Agreement; (iv) dishonesty; or (v)
gross misconduct. Such termination shall not prejudice any




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other remedy under law or equity of WMTC and the failure of WMTC to terminate Mr. Kurtanjek when
cause exists shall not constitute the waiver of WMTC’s right to terminate this Agreement at a later
time. Termination under this paragraph shall be considered for cause for purposes of this
Agreement.




     5. Confidential Information. Mr. Kurtanjek recognizes and acknowledges that certain
information, including, but not limited to, information pertaining to the financial condition of
WMTC, its systems, methods of doing business, agreements with customers or suppliers, or other
aspects of the business of WMTC or which are sufficiently secret to derive economic value from not
being disclosed (hereinafter “Confidential Information”) may be made available or otherwise come
into the possession of Mr. Kurtanjek by reason of this engagement with WMTC. Accordingly, Mr.
Kurtanjek agrees that he will not (either during or after the term of this engagement with WMTC)
disclose any Confidential Information to any person, firm, corporation, association, or other
entity for any reason or purpose whatsoever or make use to his personal advantage or to the
advantage of any third party, of any Confidential Information, without the prior written consent of
WMTC. Mr. Kurtanjek shall, upon termination of this engagement, return to WMTC all documents which
reflect Confidential Information (including copies thereof). Notwithstanding anything heretofore
stated in this paragraph, Mr. Kurtanjek’s obligations under this Agreement shall not, after the
termination of his engagement with WMTC, apply to information which has become generally available
to the public without any action or omission of Mr. Kurtanjek (except that any Confidential
Information which is disclosed to any third party by an employee or representative of WMTC who is
authorized to make such disclosure shall be deemed to remain confidential and protectable under
this provision).



     6. Independent Contractor. Mr. Kurtanjek agrees that in performing this Agreement, it is
acting as an independent contractor and not as employee or agent of WMTC. As an independent
contractor, Mr. Kurtanjek shall not be eligible for any benefits which WMTC may provide to its
employees. All persons, if any, hired by Mr. Kurtanjek to perform this Agreement shall be
employees of Mr. Kurtanjek and shall not be construed as employees or agents of WMTC in any
respect. Mr. Kurtanjek shall be responsible for all taxes, insurance and other costs and payments
legally required to be withheld or provided in connection with Mr. Kurtanjek’s performance of this
Agreement, including without limitation, all withholding taxes, worker’s compensation insurance,
and similar costs.



     7. Miscellaneous Provisions.



          a. Notice. All notices required or permitted hereunder shall be in writing and shall
be deemed effective: (1) upon personal delivery; (2) when sent by facsimile at the number set forth
below; or (3) in the case of delivery by internationally recognized overnight delivery service,
when received, addressed as follows:




          If to WMTC to:



2150—1188 West Georgia Street

Vancouver, British Columbia

Canada V6E 4A2




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Attn: Brian Flower, CFO

FAX: (604) 669-4776




          With a copy (which shall not constitute notice) to:



Ronald N. Vance

Attorney at Law

57 West 200 South

Suite 310

Salt Lake City, UT 84101

FAX: (801) 359-9310




          If to Mr. Kurtanjek, to:



9 Church Lane

Copthorne

West Sussex, England

RH10 3PT

FAX: +44 (1342) 717109



or to such other address or addresses, or facsimile number or numbers, as either party shall
designate to the other in writing from time to time by like notice.




          b. Attorneys’ Fees. If any legal action or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement, the successful or
prevailing party or parties will be entitled to recover reasonable attorneys’ fees and other costs
incurred in that action or proceeding, in addition to any other relief to which it or they may be
entitled.




          c. Additional Remedies. Mr. Kurtanjek acknowledges and agrees that, in the event it
shall violate any of the restrictions of paragraph 5 hereof, WMTC will be without adequate remedy
at law and will therefor be entitled to enforce such restrictions by temporary or permanent
injunctive or mandatory relief obtained in an action or may have at law or in equity, and Mr.
Kurtanjek hereby consents to the jurisdiction of such court for such purpose, provided that
reasonable notice of any proceeding is given, it being understood that such injunction shall be in
addition to any remedy which WMTC may have at law or otherwise.




          d. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire
agreement between or among the parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representations, and understandings of the
parties. No supplement, modification, or amendment of this Agreement will be binding unless
executed in writing by all the parties or the applicable parties to be bound by such amendment. No
waiver of any of the provisions of this Agreement will constitute a waiver of any other provision,
whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be
binding unless executed in writing by the party making the waiver.




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          e. Survival of Covenants, Etc. All covenants, representations and warranties made
herein shall survive the making of this Agreement and shall continue in full force and effect for a
period of two years from the termination date of this Agreement, at the end of which period no
claim may be made with respect to any such covenant, representation, or warranty unless such claim
shall have been asserted in writing to the indemnifying party during such period.




          f. Assignment. This Agreement, as it relates to the engagement of Mr. Kurtanjek, is a
personal contract and the rights and interests of Mr. Kurtanjek hereunder may not be sold,
transferred, assigned, pledged or hypothecated, without the prior written consent of WMTC, which
consent may be withheld for any reason.




          g. Binding on Successors. This Agreement will be binding on, and will inure to the
benefit of, the parties to it and their respective heirs, legal representatives, successors, and
assigns.




          h. Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah, U.S.A., without reference to the choice of law
principals thereof. The parties hereto irrevocably submit to the jurisdiction of the Courts of the
State of Utah, U.S.A., located in Salt Lake County and the United States District Court of Utah in
any action arising out of or relating to this Agreement, and hereby irrevocably agree that all
claims in respect of such action may be heard and determined in such state or federal court. The
parties hereto irrevocably waive, to the fullest extent they may effectively do so, the defense of
an inconvenient forum to the maintenance of such action or proceeding. The parties further agree,
to the extent permitted by law, that final and unappealable judgment against any of them in any
action or proceeding contemplated above shall be conclusive and may be enforced in any other
jurisdiction within or outside the United States by suit on the judgment, a certified copy of which
shall be conclusive evidence of the fact and amount of such judgment.




          i. Rights Are Cumulative. The rights and remedies granted to the parties hereunder
shall be in addition to and cumulative of any other rights or remedies either may have under any
document or documents executed in connection herewith or available under applicable law. No delay
or failure on the part of a party in the exercise of any power or right shall operate as a waiver
thereof nor as an acquiescence in any default nor shall any single or partial exercise of any power
or right preclude any other or further exercise thereof or the exercise of any other power or
right.




          j. Severability. If any provision of this Agreement is held invalid or unenforceable
by any court of final jurisdiction, it is the intent of the parties that all other provisions of
this Agreement be construed to remain fully valid, enforceable, and binding on the parties.




          k. Drafting. This Agreement was drafted with the joint participation of the parties
and/or their legal counsel. Any ambiguity contained in this Agreement shall not be




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construed against any party as the draftsman, but this Agreement shall be construed in accordance
with its fair meaning.




          l. Headings. The descriptive headings of the various paragraphs or parts of this
Agreement are for convenience only and shall not affect the meaning or construction of any of the
provisions hereof.




          m. Number and Gender. Wherever from the context it appears appropriate, each term
stated in either the singular or the plural shall include the singular and the plural, and pronouns
stated in either the masculine, the feminine, or the neuter gender shall include the masculine,
feminine, and neuter.




          n. Counterparts; Facsimile Execution. This Agreement may be executed in any number of
counterparts and all such counterparts taken together shall be deemed to constitute one instrument.
Delivery of an executed counterpart of this Agreement by facsimile or email shall be equally as
effective as delivery of a manually executed counterpart of this Agreement. Any party delivering
an executed counterpart of this Agreement by facsimile or email also shall deliver a manually
executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart
shall not affect the validity, enforceability, or binding effect of this Agreement.




          o. Full Knowledge. By their signatures, the parties acknowledge that they have
carefully read and fully understand the terms and conditions of this Agreement, that each party has
had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely
agreed to be bound by the terms and conditions of this Agreement.




     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement the respective day
and year set forth below.



	 	 	 	 	 
	 	White Mountain Titanium Corporation

 	 
	Date:  February 7, 2006 	By  	/s/ Brian Flower
 	 
	 	 	Brian Flower, CFO 	 
	 	 	 	 
	 
	 	 	 
	Date: February 7, 2006 	/s/ Michael P. Kurtanjek
 	 
	 	Michael P. Kurtanjek, Individually 	 
	 	 	 
	 




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