ex101.htm


    Exhibit
10.1

    LOAN
AGREEMENT

    


    Know all
men by these presents, the LOAN
AGREEMENT entered into by ST. LAWRENCE ALLUVIAL SERVICES AND
LOGISTICS CORP.  (LENDER), a company
incorporated and existent under the laws
of  Panama   and domiciled to this effect at 16th
Floor, Marbella, 53rd E
Street, Panama, Republic of Panama, and, CONSTITUTION MINING CORP.
(CONSTITUTION), a company incorporated
and existent under the laws of Delaware, and domiciled to this effect
at  Pasaje Mártir Olaya 129, Oficina 1203, Centro Empresarial José
Pardo Torre A, Miraflores, Lima, Perú.

    


    This
agreement is executed in accordance to the following terms and
conditions:

    


    First:               
Background

     

    
      
        	
                1.1

              	CONSTITUTION is a company engaged in mining activities that
      requires  financing to be utilized for expenditures on mining
      pediments in Peru.


      

       

      
        
          
            
              	
                      1.2

                    	LENDER has the funds required by CONSTITUTION and, by means of this
      instrument, is willing to grant them as a loan.


            

             

          

        

      

    

    Second:           Agreement

    


    
      	
              2.1

            	
              By
      means of this agreement, hereinafter referred to as the “Agreement”,
      LENDER obliges to grant CONSTITUTION a loan of money of US$800,000.00 (eight
      hundred thousand and 00/100 Dollars of U.S.A.), to be disbursed to
      CONSTITUTION no later than April 10, 2010, through a wire transfer to the
      following bank account:

            


    

     

    
      
        	
                Bank:

              	
                XXXXX

              
	
                Swift
      code:

              	
                XXXXX

              
	
                Beneficiary:

              	
                Constitution
      Mining Corp.

              
	
                Number
      of account:

              	
                XXXXX

              
	
                Address
      of the bank: 

              	
                XXXXX

              


      

       

    

     

    
      	
              2.2

            	
              CONSTITUTION
      agrees to repay the loan in the same currency and within a maximum term of
      90 (ninety) days as from the execution of this document, provided that
      CONSTITUTION will be entitled to pay back the loan to LENDER at any time
      before the lapsing of such 90 day term and will make its best efforts to
      pay back the loan earlier.

            


    

     

    
      
        	
                2.3

              	The loan will accrue an interest equivalent to 12% (twelve percent)
      per year (i.e. US$ 8,000.00 per month).  Interest shall be paid
      upon maturity of the loan.


      

       

      
        
          
            	
                    2.4

                  	In the unlikely event that CONSTITUTION fails to comply with the
      repayment conditions within the stipulated term, it automatically shall
      fall into arrears, not needing intimation or any further notification of
      future legal proceedings on behalf of LENDER. Default will cause interest
      to continue to accrue at a rate of 12% (twelve percent) per
  year.


          

           

           

           

          
            
              
              

            

            
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    Three:              Additional
provisions

    


    
      	
              3.1

            	
              A
      waiver of any term, provision or condition of, or consent granted under,
      this Agreement shall be effective only if given in writing and signed by
      the waiving or consenting party and then only in the instance and for the
      purpose for which it is given.

            


    

    


    
      	
              3.2

            	
              The
      fact that a party fails to or delays the exercise of any right, power or
      privilege under this Agreement shall not operate as a waiver thereof. Any
      single or partial exercise of any such right, power or privilege shall not
      preclude any further exercise thereof or the exercise of any other right,
      power or privilege. The above, is without prejudice to the forfeiture of
      any such right, power or privilege.

            


    

    


    
      	
              3.3

            	
              No
      breach of any provision of this Agreement shall be waived or discharged
      except with the express written consent of the party that is waiving or
      discharging the relevant breach.

            


    

    


    
      	
              3.4

            	
              The
      rights and remedies herein provided are cumulative with and do not exclude
      any other rights or remedies provided by law or
  equity.

            


    

    


    
      	
              3.5

            	
              All
      communication amongst the parties will be in written form and remitted to
      the addresses referred to in the introduction of this document. In order
      for any address modification to be in effect in relation to this
      agreement, such modification shall be informed through the deliver of a
      letter to the other party. Otherwise, any notification delivered to the
      domicile here stated will be valid.

            


    

    


    
      	
              3.6

            	
              If
      any provision in this agreement becomes invalid, illegal or
      non-enforceable, the remainder of this agreement shall be valid and
      enforceable.

            


    

     

    
      	
              3.7

            	
              This
      agreement shall be governed by the laws of
  Delaware.

            


    

     

    
    

    WITNESS
WHEREOF, the parties have caused this Agreement to be duly executed as of April
1, 2010.­


    
       

      
        	
                CONSTITUTION MINING
      CORP.

              	
                ST. LAWRENCE ALLUVIAL SERVICES
      AND 

                LOGISTICS
      CORP.

              
	 
      	 
      
	
                 

              	
                 

              
	
                By:
      /s/
      Michael
      Stocker                                        
      

                            
      Michael Stocker

              	
                By:
      /s/
      Yessinia A.
      Agudo                                               
      

                            
      Yessinia A. Agudo

              


      

      


       

       

      
        
          
          

        

        
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