Filed by Automated Filing Services Inc. (604) 609-0244 - Canyon Copper Corp. - Exhibit 10.6






MANAGEMENT CONSULTANT AGREEMENT

THIS AGREEMENT is made effective as of the 1st day of
December, 2007.

AMONG:

CANYON COPPER CORP., a
Nevada corporation, having its head 
office at Suite 408 – 1199 West Pender
Street, Vancouver, British 
Columbia, Canada V6E 2R1

(the "Company")

OF THE FIRST PART 

AND:

AINSWORTH-JENKINS HOLDINGS INC.
a corporation having an 
address at 1377 Fernwood Crescent, North
Vancouver, British 
Columbia, Canada V7P 1K6

(the "Consultant")

OF THE SECOND PART

AND:

BENJAMIN AINSWORTH,
having a residential address at 1377 
Fernwood Crescent, North Vancouver,
British Columbia, Canada 
V7P 1K6

("Ainsworth")

OF THE THIRD PART

WHEREAS:

A.       The Company is engaged
in the business of mineral exploration.

B.       Ainsworth is an employee
of the Consultant.

C.       The Company desires to
retain the Consultant as a consultant to provide the services of Ainsworth to
act as President and Secretary of the Company and to provide consultant services
to the Company on the terms and subject to the conditions of this Agreement.

D.       The Consultant has
agreed to provide the services of Ainsworth to act as President and Secretary of
the Company and Ainsworth has agreed to provide his consultant services to the
Company as an employee of the Consultant on the terms and subject to the
conditions of this Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the
premises and mutual covenants contained in this Agreement and other good and
valuable consideration, the receipt and 




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sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:

	1. 	DEFINITIONS 


1.1       The following terms
used in this Agreement shall have the meaning specified below unless the context
clearly indicates the contrary:

	 	(a) 	
      "Consultant Fee" shall mean the consultant fee
      payable to the Consultant at the rate set forth in Section 5.1;
  and

	 	 	 
	 	(b) 	
      "Term" shall mean the term of this Agreement
      beginning on the Effective Date and ending on the close of business on the
      date of the termination of this Agreement.




	2. 	ENGAGEMENT AS A CONSULTANT



2.1       The Company hereby
engages the Consultant as a consultant to provide the services of Ainsworth in
accordance with the terms and conditions of this Agreement. The Consultant
hereby accepts such engagement and Ainsworth hereby agrees to provide his
services to the Company, as an employee of the Consultant, in order to enable
the Consultant to provide the consultant services in accordance with the terms
and conditions of this Agreement.

	3. 	TERM OF THIS AGREEMENT



3.1       The term of this
Agreement shall become effective and begin as of the Effective Date, and shall
continue until the close of business on November 30, 2009, unless this Agreement
is earlier terminated in accordance with the terms of this Agreement or extended
by the Board of Directors of the Company.

	4. 	CONSULTING SERVICES 


4.1       Ainsworth agrees to act
as President and Secretary of the Company and to perform the following services
and undertake the following responsibilities and duties to the Company to be
provided by the Consultant and Ainsworth as consulting services (the "Consulting
Services"):

	 	(a) 	
      exercising general direction and supervision over the
      business affairs of the Company;

	 	 	 
	 	(b) 	
      providing overall direction to the management of the
      Company;

	 	 	 
	 	(c) 	
      reporting directly to Board of Directors of Company;
      and

	 	 	 
	 	(d) 	
      performing such other duties and observing such
      instructions as may be reasonably assigned from time to time by or on
      behalf of the Board of Directors of the Company in the Consultant’s
      capacity as President and Secretary, provided such duties are within the
      scope of the Company’s business and implementation of the Company’s
      business plan.



4.2       Ainsworth shall devote
such attention and energies to the business affairs of the Company as may be
reasonably necessary for the discharge of his duties as President and 




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Secretary, provided, however, that Ainsworth may engage in
reasonable investment and other personal activities that do not interfere with
him or the Consultant's obligations hereunder. 

4.3       The Consultant and
Ainsworth will at all times be an independent contractor and neither the
Consultant nor Ainsworth will be deemed to be an employee of the Company.

	5. 	CONSULTANT FEE 


5.1       During the term of this
Agreement, the Company shall pay the Consultant a consultant fee in
consideration of the provision of the Consulting Services equal $5,000 CDN per
month (the "Consultant Fee").

5.2       The Consultant Fee
shall be payable by the Company to the Consultant on the first business day of
each month during the term of the Agreement.

5.3       The Company may cease
payment of the Consultant Fee to the Consultant if Ainsworth fails to provide
the Consulting Services to the Company.

	6. 	STOCK OPTIONS 


6.1       Ainsworth may be
granted, subject to the approval of the Company’s Board of Directors, incentive
stock options to purchase shares of the Company’s common stock in such amounts
and at such times as the Board of Directors of the Company, in their absolute
discretion, may from time to time determine.

	7. 	REIMBURSEMENT OF EXPENSES



7.1       The Company will pay to
the Consultant and Ainsworth, in addition to the Consultant Fee, the reasonable
travel and promotional expenses and other specific expenses incurred by the
Consultant and Ainsworth in provision of the Consulting Services, provided the
Consultant and Ainsworth has obtained the prior written approval of the Company.


	8. 	TERMINATION 


8.1       The Company may
terminate this Agreement: (i) at any time on thirty days notice; or (ii) without
notice upon the occurrence of any of the following events of default (each an
“Event of Default”):

	 	(a) 	
      the Consultant’s or Ainsworth’s commission of an act of
      fraud, theft or embezzlement or other similar willful
misconduct;

	 	 	 
	 	(b) 	
      the neglect or breach by the Consultant or Ainsworth of
      their material obligations or agreements under this Agreement;

	 	 	 
	 	(c) 	
      the Consultant’s or Ainsworth’s refusal to follow lawful
      directives of the Board of Directors of the Company; or

	 	 	 
	 	(d) 	
      Ainsworth being unwilling or unable to perform the
      services to be performed by the Consultant under the terms of this
      Agreement,







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provided that notice of the Event of Default has been delivered
to the Consultant and Ainsworth and provided the Consultant and Ainsworth has
failed to remedy the default within thirty days of the date of delivery of
notice of the Event of Default.

8.2       The Consultant may
terminate this Agreement at any time upon ninety days’ notice.

8.3       On termination of this
Agreement for any reason, all rights and obligations of each party that are
expressly stated to survive termination or continue after termination will
survive termination and continue in full force and effect as contemplated in
this Agreement.

	9. 	PROPRIETARY INFORMATION AND DEVELOPMENTS
    


9.1       The Consultant and
Ainsworth will not at any time, whether during or after the termination of this
Agreement for any reason, reveal to any person or entity any of the trade
secrets or confidential information concerning the organization, business or
finances of the Company or of any third party which the Company is under an
obligation to keep confidential, except as may be required in the ordinary
course of performing the Consulting Services to the Company, and the Consultant
and Ainsworth shall keep secret such trade secrets and confidential information
and shall not use or attempt to use any such secrets or information in any
manner which is designed to injure or cause loss to the Company. Trade secrets
or confidential information shall include, but not be limited to, the Company's
financial statements and projections, expansion proposals, property acquisition
opportunities and business relationships with banks, lenders and other parties
not otherwise publicly available.

	10. 	RELIEF 


10.1       The Consultant and
Ainsworth hereby expressly acknowledge that any breach or threatened breach by
the Consultant or Ainsworth of any of the terms set forth in Section 9 of this
Agreement may result in significant and continuing injury to the Company, the
monetary value of which would be impossible to establish, and any such breach or
threatened breach will provide the Company with any and all rights and remedies
to which it may be entitled under the law, including, but not limited to,
injunctive relief or other equitable remedies.

	11. 	PARTIES BENEFITED; ASSIGNMENTS
  


11.1       This Agreement shall
be binding upon, and inure to the benefit of, the Consultant and Ainsworth, his
heirs and his personal representative or representatives, and upon the Company
and its successors and assigns. Neither this Agreement nor any rights or
obligations hereunder may be assigned by the Consultant or Ainsworth and the
Consultant shall not be entitled to substitute any other person to perform the
services in substitution for Ainsworth.

	12. 	NOTICES 


12.1       Any notice required or
permitted to be given under this Agreement shall be in writing and may be
delivered personally or by telex or telecopier, or by prepaid registered post
addressed to the parties at the above-mentioned addresses or at such other
address of which notice may be given by either of such parties. Any notice shall
be deemed to have been received, if personally delivered or by telex or
telecopier, on the date of delivery and, if mailed as aforesaid, then on the
seventh business day after and excluding the day of mailing.




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	13. 	GOVERNING LAW 


13.1       This Agreement shall
be governed by and construed in accordance with the laws of the Sate of Nevada
and each party hereto adjourns to the jurisdiction of the courts of the State of
Nevada. 

	14. 	REPRESENTATIONS AND WARRANTIES
  


14.1       The Consultant and
Ainsworth represent and warrant to the Company that (a) the Consultant and
Ainsworth are under no contractual or other restriction which is inconsistent
with the execution of this Agreement, the performance of their duties hereunder
or other rights of Company hereunder, and (b) the Consultant and Ainsworth are
under no physical or mental disability that would hinder the performance of
their duties under this Agreement.

	15. 	MISCELLANEOUS 


15.1       This Agreement
contains the entire agreement of the parties relating to the subject matter
hereof. 

15.2       This Agreement
supersedes any prior written or oral agreements or understandings between the
parties relating to the subject matter hereof.

15.3       No modification or
amendment of this Agreement shall be valid unless in writing and signed by or on
behalf of the parties hereto.

15.4       A waiver of the breach
of any term or condition of this Agreement shall not be deemed to constitute a
waiver of any subsequent breach of the same or any other term or condition. 

15.5       This Agreement is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. If any provision of
this Agreement, or the application thereof to any person or circumstance, shall,
for any reason and to any extent, be held invalid or unenforceable, such
invalidity and unenforceability shall not affect the remaining provisions hereof
and the application of such provisions to other persons or circumstances, all of
which shall be enforced to the greatest extent permitted by law. 

15.6       The headings in this
Agreement are inserted for convenience of reference only and shall not be a part
of or control or affect the meaning of any provision hereof.

15.7       The Consultant and
Ainsworth acknowledge and agree that O'Neill Law Group PLLC has acted solely as
legal counsel for the Company and that the Consultant and Ainsworth have been
advised to obtain independent legal advice prior to execution of this
Agreement.

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15.8       This Agreement may be
executed in one or more counterparts, each of which so executed shall constitute
an original and all of which together shall constitute one and the same
agreement.

IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above.

CANYON COPPER CORP. 
by its authorized signatory:

	/s/ Kurt
      Bordian 	 
	KURT BORDIAN, Chief Financial Officer 	 


AINSWORTH-JENKINS HOLDINGS INC. 
by its authorized
signatory:

	/s/ Benjamin
      Ainsworth 	 
	BENJAMIN AINSWORTH, President 	 



	SIGNED, SEALED AND DELIVERED 	 	  
	BY BENJAMIN AINSWORTH 	 	  
	in the presence of: 	 	  
	 	 	 
	/s/ Linda Hay
      	 	/s/
      Benjamin Ainsworth 
	Signature 	 	BENJAMIN AINSWORTH 
	 	 	 
	Linda Hay	 	 
	Name 	 	  
	 	 	 
	408 – 1199 W.
      Pender St.	 	 
	Address 	 	  
	 	 	 
	Vancouver, BC V6E
      2R1