Exhibit
10.1
 
 CONSULTING
AGREEMENT
 AMENDED
 February
10, 2009
 
 This Consulting Agreement
("Agreement") is effective as of January 1, 2009 (the “Effective”
Date”)
 
 Between               Infrastructure
Materials Corp. (IMC)
 1135
Terminal Way, Suite 207B,
 Reno NV
89502
 Fax
866-786-6415
 Email
info@infrastructurematerialscorp.com
 (herein
called the “Company”)
 
 And                      Scott
Koyich
 411 Clearwater Landing
 Calgary, AB T3Z 3T8
 Fax
403-244-1238
 Email
skoyich@dskconsulting.ca
 (herein
called the “Consultant”)
 
 WHEREAS,the original
Agreement referred to the 300,000 options being granted on December 11,
2008.  This Amendment alters the date of the granting of the Options
to the Effective Date of the Agreement. All other terms remain the
same;
 
 WHEREAS, the Company wishes to
engage the Consultant to provide the services as set out in this agreement (the
“Agreement”) and the Consultant wishes to provide such services.
 
 NOW THEREFORE, in
consideration of the mutual agreements and covenants set forth in this
Agreement, and intending to be legally bound hereby, the parties agree as
follows:
 
 1.  Engagement of
Consultant.The Company hereby engages and retains Consultant
to render to the Company the consulting services (the “Consulting Services”)
described in paragraph 2 hereof  for the period commencing on the
Effective Date of this Agreement and ending six months thereafter (the
"Consulting Period").  The Effective Date of this Agreement shall be
the date first written above.
 
 2. Description of Consulting
Services.The Consulting Services rendered by Consultant
hereunder shall consist of consultations with management of the Company, as such
management may from time to time require during the consulting
period.  Such consultation with management shall be with respect to
financial public relations, business promotion, business growth and development,
including introductions of the Company’s Management to fund managers, brokerage
firms and investors.  The Consulting Services may include the
Company's relationship with the financial community and its securities holders,
the preparation and distribution of periodic reports and news releases to keep
existing shareholders informed about the Company’s activities, maintaining
regular communications with stockholders and brokers, and such other matters as
may be agreed upon between the Company and Consultant.  The Consultant
shall cooperate with the Company in maintaining the Company’s data base to
ensure all interested parties receive all information released by the Company
and if requested the Company shall provide the Consultant with access to its
data base.
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  3.  Extent of Consulting
Services.  The Company agrees that, during reasonable periods
of time prior to and during which the Company is deemed to be in the process of
raising capital and/or offering securities, as defined under the Securities Act,
the Consultant will suspend its consulting services to the extent such
consulting services may affect the market price of the Company’s
securities.
 
 4. Compensation for Consulting
Services.   The Company shall pay the Consultant for the
Consulting Services, $5,000 US per month (the “Compensation”) during the term of
this Agreement.
 
 In
addition the Company shall grant the Consultant an Option to acquire 300,000
common shares of the Company at the closing price of the common shares traded on
the OTC BB on January 1, 2009.  Said Option to vest at the rate of
50,000 shares per month, commencing in the month of the Effective Date of this
Agreement.  The options shall expire on January 1, 2014.  In
the event of termination of this Agreement prior to the end of the Consulting
Period the Consultant shall only be entitled to exercise the vested portion of
the options.
 
 5. Termination of
Relationship.This Agreement shall, unless sooner terminated
as provided herein below, continue for the duration of the Consulting Period as
defined in paragraph 1 herein above. Such term shall be renewed upon mutual
agreement of the parties in writing.  The Consultant or the Company
may terminate this Agreement with or without cause upon thirty (30) days written
notice to the other party.
 In the event of Termination, Consultant
shall be entitled to options earned prior to the termination of this
Agreement.  Further, in the event of Termination prior to the end of
the Consulting Period, the options that vest through such 30 day notice period,
if any, are deemed vested.
 
 6.           Representations of
Consultant.  Consultant represents and warrants to the Company
that Consultant is familiar with United States securities laws and regulations
that relate to the services to be provided hereunder.  Consultant
agrees that he shall carry out the services contemplated herein in conformance
with such laws and regulations.
 
 7.           Miscellaneous.
  A. Notices. Any notice or
other communication required or permitted by any provision of this Agreement
shall be in writing and shall be deemed to have been given or served for all
purposes if, delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid, addressed to the parties at the
addresses first set forth above five days after mailing or if sent by Fax or
Email on the date sent.
 
 B. Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties relating to the subject matter of this Agreement and
supersedes all prior discussions between the parties.  There are no
terms, obligations, covenants, express or implied warranties, representations,
statements or conditions other than those set forth in this
Agreement.  No variations or modification of this Agreement or waiver
of any of its terms or provisions shall be valid unless in writing and signed by
both parties.
  C. Amendment. This Agreement
shall not be modified or amended except by written agreement of the parties
hereto.
  D. Governing Law. Each of the
provisions of this Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada, USA.
  E. Delay.No failure or delay by
any party in exercising any right, power or privilege under this Agreement shall
not operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
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  F. Severability. Should any part
of the Agreement for any reason be declared invalid or unenforceable, such
decision shall not affect the validity or enforceability of any remaining
portion, which remaining portion shall remain in force and effect as if this
Agreement had been executed with the invalid or unenforceable portion thereof
eliminated and it is hereby declared the intention of the parties hereto that
they would have executed the remaining portion of this Agreement without
including therein any such part, parts or portion which may, for any reason, be
hereafter declared invalid or unenforceable.  Should any material term
of this Agreement be in conflict any laws or regulations, the parties shall in
good faith attempt to negotiate a lawful modification of this Agreement which
will preserve, to the greatest extent possible, the original expectation of the
parties.
  G.  Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.  Execution and delivery of this Agreement by exchange of
facsimile copies bearing facsimile signature of a party shall constitute a valid
and binding execution and delivery of this Agreement by such
party.  Such facsimile copies shall constitute enforceable original
documents.
 
 In Witness whereof, the
undersigned parties hereto have executed this Agreement to be effective as of
the date first written above.
 
 Infrastructure
      Materials Corp.By:
                /s/
      Mason DouglasMason Douglas, PresidentCONSULTANT/s/
      Scott KoyichScott Koyich
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