CONSTITUTION
MINING CORP.





CONSULTING
AGREEMENT







THIS CONSULTING AGREEMENT (the
“Agreement”) is entered into as of January 29, 2010 (the "Effective Date"), by
and between Constitution Mining Corp.,a Delaware corporation, (the
“Company”) and Kenneth Phillippe (the “Consultant”).




In consideration of the mutual
covenants and agreements set forth herein, the parties agree as
follows:




1.  Engagement.   The
Company hereby retains Consultant to provide the services described in
Attachment A hereto. Consultant shall devote reasonable time and his reasonable
best efforts, skill and attention to the performance of such consulting
services.




2.  Term of
Engagement.  This Agreement shall commence as of the Effective
Date and, unless terminated as set forth in Section 10, continue through the
second anniversary of the Effective Date; provided, however, that on each
anniversary of the Effective Date the term of the Agreement shall automatically
be extended for an additional one-year period (restoring the initial two-year
term), unless either party notifies the other party in writing at least 30 days
prior to such anniversary.  The term of this Agreement as in effect
from time to time shall be referred to as the "Term."




3.  Compensation.  During
the Term of this Agreement, as compensation for all services rendered by the
Consultant, the Company shall pay to Consultant a consulting fee equal to $4,000
U.S. Dollars per month.




4.  Travel.  The
Consultant may be called upon to travel at the request of the Company provided a
reasonable period of notice shall have been given. The Consultant shall be
entitled to reimbursement for all reasonable travel expenses incurred in the
performance of this Agreement and preapproved by the Company’s Chief Executive
Officer. Reasonable proven expenses (travel, accommodation, meals, major phone
charges, etc) shall be charged at cost with no mark up. Receipts are to be
provided for all charges.




5.  Independent
Contractor.   Consultant shall render all services
hereunder as an independent contractor.




6.  Taxes.  Consultant
shall be responsible for payment of all taxes arising out of Consultant's
activities in accordance with this Agreement.




7.  Confidential
Information.  Consultant acknowledges that he will occupy a
position of trust and confidence and will have access to and learn substantial
information about the Company and its affiliates and their operations that is
confidential or not generally known in the industry including, without
limitation, information that relates to purchasing, sales, customers, marketing,
and the financial positions and financing arrangements of the Company and its
affiliates.  Consultant agrees that all such information is
proprietary or confidential, or constitutes trade secrets and is the sole
property of the Company and/or its affiliates, as the case may
be.  Consultant will keep confidential, and will not reproduce, copy
or disclose to any other person or firm, any such information or any documents
or information relating to the Company’s or its affiliates’ methods, processes,
customers, accounts, analyses, systems,







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charts,
programs, procedures, correspondence or records, or any other documents used or
owned by the Company or any of its affiliates, nor will Consultant advise,
discuss with or in any way assist any other person, firm or entity in obtaining
or learning about any of the items described in this
Section 7.  Accordingly, Consultant agrees that during the Term
and at all times thereafter he will not disclose, or permit or encourage anyone
else to disclose, any such information, nor will he utilize any such
information, either alone or with others, outside the scope of his duties and
responsibilities with the Company and its affiliates.




8.  Non-Competition.  During
the Term of this Agreement and for twelve (12) months thereafter, Consultant
will devote such business time, attention and energies reasonably necessary to
the diligent and faithful performance of the services to Company, and will not
engage in any way whatsoever, directly or indirectly, in any business that is a
direct competitor with Company's mining business, nor solicit customers,
suppliers or employees of Company on behalf of, or in any other manner work for
or assist any business with is a direct competitor with Company's mining
business.  In addition, during the Term, Consultant will undertake no
planning for or organization of any business activity competitive with the work
performed as Consultant, and Consultant will not combine or conspire with any
other person for the purpose of organizing any such competitive business
activity.




9.  Return of the Company
Documents.  Upon termination of the Term, Consultant shall
return immediately to the Company all records and documents of or pertaining to
the Company or its affiliates and shall not make or retain any copy or extract
of any such record or document, or any other property of the Company or its
affiliates.




10.  Termination.  Either
party may terminate this Agreement upon thirty days written notice to the other.
Except as otherwise provided herein, in the event of termination, Consultant
shall be entitled to compensation until the expiration of the stated notice
period.  Notwithstanding the foregoing, in the event of a violation by
Consultant of any term or condition, express or implied, of this Agreement or of
any federal or state law or regulation pertaining to or arising from
Consultant's performance of services under this Agreement, the Company may, in
its discretion, terminate this Agreement immediately, without notice and in such
event, Consultant shall only be entitled to compensation up to the time of such
violation.




11.  Entire Agreement and
Amendment.  This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter of this
Agreement, and supersedes and replaces all prior agreements, understandings and
commitments with respect to such subject matter.  This Agreement may
be amended only by a written document signed by both parties to this
Agreement.






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12.  Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.




13.  Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.




IN WITNESS WHEREOF the parties have
executed this Agreement to be effective as of the Effective Date.




CONSTITUTION
MINING CORP.






By: /s/ Michael
Stocker








CONSULTANT:






/s/  Kenneth
Phillippe


Kenneth
Phillippe




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ATTACHMENT
A


SUMMARY
      DESCRIPTION OF SERVICE
              
              Responsible
      for all financial and fiscal management aspects of Company operations.
      Provide leadership and coordination in the administrative, business
      planning, accounting and budgeting efforts of the
  Company.PRIMARY
      RESPONSIBILITIES
              
              1.Create,
      coordinate, and evaluate the financial programs of the Company to include
              budgeting, tax planning and conservation of assets.
              
              2.Oversee
      the approval and processing of expenditure documents, budgets, ledger, and
              account maintenance and data entry.
              
              3.Coordinate
      the preparation of financial statements, financial reports, special
      analyses,
              and information reports.
              
              4.Develop
      and implement finance, accounting, billing, and auditing
      procedures.
              
              5.Establish
      and maintain appropriate internal control safeguards.
              
              6.Ensure
      records systems are maintained in accordance with generally accepted
      auditing standards.
              
              7.Develop
      and direct the implementation of strategic business and/or operational
      plans, projects,
              programs, and systems.
              
              8.Analyze
      cash flow, cost controls, and expenses to guide management. Analyze
      financial statements
              to pinpoint potential weak areas.
              
              9.Establish
      and implement short- and long-range goals, objectives, policies, and
      operating procedures.
              
              10.Serve
      on planning and policy-making committees.
              
              11.Oversee
      financial management of foreign operations to include developing financial
      and budget policies
              and procedures.
              
              12.Other
      duties as assigned.








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