CONSULTING
      AGREEMENT

     

    


    THIS
      AGREEMENT, made, entered into this 14th day of February , 2007 (the “Effective
      Date”), by and between Galway Holdings, LLC a Delaware limited liability Company
      with a principal place of business located at 730 West Randolph, Chicago,
      Illinois 60661 (hereinafter referred to as "Consultant"), and Armitage Mining
      Corp.., a Nevada corporation, with its principal place of business at
      8100
      East Union Avenue, Suite 1206 (hereinafter referred to as
      "Corporation").

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      Consultant desires to provide consulting services for the Corporation as an
      independent contractor, with the understanding that Consultant shall not be
      required to devote its full time to the business of the Corporation and shall
      be
      free to pursue other personal and business interests.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises, the mutual covenants of the parties herein
      contained and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged by each of the parties hereto, it is agreed
      as
      follows:

    


    1. CONSULTING
      ARRANGEMENT.
      The
      Corporation hereby contracts for the services of Consultant and Consultant
      agrees to perform such duties and responsibilities and to render advice and
      consulting as may be requested by the Corporation from time to time during
      the
      term of this consulting arrangement in connection with the Corporation's
      business throughout the United States and world wide, including but not limited
      to in China ("Consulting Arrangement"). Said consulting services shall include,
      but not be limited to, business advisory services and services related to
      structuring acquisitions for the Corporation. Consultant shall use its best
      efforts to keep the Corporation informed of all corporate business opportunities
      which shall come to its attention and appear beneficial to the Corporation's
      business so that the Corporation can obtain the maximum benefits from
      Consultant's knowledge, experience, and personal contacts.


    2. RELATIONSHIP
      BETWEEN PARTIES.
      During
      the term of the Consulting Arrangement, Consultant shall be deemed to be an
      independent contractor. The Corporation shall not withhold any taxes in
      connection with the compensation due Consultant hereunder, and Consultant will
      be responsible for the payment of any such taxes and hereby agrees to indemnify
      the Corporation against nonpayment thereof.

    


    3. COMPENSATION
      FOR THE CONSULTING ARRANGEMENT.
      As
      consideration for the services to be rendered under the Consulting Arrangement
      by Consultant and as compensation for the income Consultant could have otherwise
      earned if Consultant had not agreed to keep itself available to the Corporation
      hereunder, the Corporation shall (a) pay the Consultant a total of $425,000
      which shall be paid within ten days of the Effective Date in accordance with
      wire instructions provided by the Consultant to the Corporation and (b) on
      the
      Effective Date, the Corporation shall issue Consultant a Warrant to purchase
      1,000,000 shares of the Corporation’s common stock at $1.00 per share in the
      form attached hereto as Exhibit “A”.

     

    4. TERM
      OF CONSULTING ARRANGEMENT.
      The
      Consulting Arrangement shall begin effective as of the Effective Date and shall
      continue for a period of three months (3) months from the Effective Date (the
      "Consulting Period"). 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5. CONFIDENTIALITY
      COVENANTS. 

    


    5.1 Acknowledgments
      by the Consultant.
      The
      Consultant acknowledges that (a) during the Consulting Period and as a part
      of his Consulting Arrangement, the Consultant will be afforded access to
      Confidential Information (as defined below); (b) public disclosure of such
      Confidential Information could have an adverse effect on the Corporation and
      its
      business; (c) because the Consultant possesses substantial technical
      expertise and skill with respect to the Corporation's business, the Corporation
      desires to obtain exclusive ownership of each Consultant Invention (as defined
      below), and the Corporation will be at a substantial competitive disadvantage
      if
      it fails to acquire exclusive ownership of each Consultant Invention;
      (d) the provisions of this Section 5 are reasonable and necessary to
      prevent the improper use or disclosure of Confidential Information and to
      provide the Corporation with exclusive ownership of all Consultant
      Inventions.

    


    5.2 Agreements
      of the Consultant. In
      consideration of the compensation and benefits to be paid or provided to the
      Consultant by the Corporation under this Agreement, the Consultant covenants
      as
      follows:

    


    (a) Confidentiality.

    


    (i) During
      and following the Consulting Period, the Consultant will hold in confidence
      the
      Confidential Information and will not disclose it to any person except with
      the
      specific prior written consent of the Corporation or except as otherwise
      expressly permitted by the terms of this Agreement.

    


    (ii) Any
      trade
      secrets of the Corporation will be entitled to all of the protections and
      benefits under any applicable law. If any information that the Corporation
      deems
      to be a trade secret is found by a court of competent jurisdiction not to be
      a
      trade secret for purposes of this Agreement, such information will,
      nevertheless, be considered Confidential Information for purposes of this
      Agreement. The Consultant hereby waives any requirement that the Corporation
      submit proof of the economic value of any trade secret or post a bond or other
      security.


    (iii) None
      of
      the foregoing obligations and restrictions applies to any part of the
      Confidential Information that the Consultant demonstrates was or became
      generally available to the public other than as a result of a disclosure by
      the
      Consultant.

    


    (iv) The
      Consultant will not remove from the Corporation's premises (except to the extent
      such removal is for purposes of the performance of the Consultant's duties
      at
      home or while traveling, or except as otherwise specifically authorized by
      the
      Corporation) any document, record, notebook, plan, model, component, device,
      or
      computer software or code, whether embodied in a disk or in any other form
      (collectively, the "Proprietary Items"). The Consultant recognizes that, as
      between the Corporation and the Consultant, all of the Proprietary Items,
      whether or not developed by the Consultant, are the exclusive property of the
      Corporation. Upon termination of this Agreement by either party, or upon the
      request of the Corporation during the Consulting Period, the Consultant will
      return to the Corporation all of the Proprietary Items in the Consultant's
      possession or subject to the Consultant's control, and the Consultant shall
      not
      retain any copies, abstracts, sketches, or other physical embodiment of any
      of
      the Proprietary Items.

    


    
      
         

      

      
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    (b) Consultant
      Inventions.
      Each
      Consultant Invention will belong exclusively to the Corporation. The Consultant
      acknowledges that all of the Consultant's writing, works of authorship, and
      other Consultant Inventions are works made for hire and the property of the
      Corporation, including any copyrights, patents, or other intellectual property
      rights pertaining thereto. If it is determined that any such works are not
      works
      made for hire, the Consultant hereby assigns to the Corporation all of the
      Consultant's right, title, and interest, including all rights of copyright,
      patent, and other intellectual property rights, to or in such Consultant
      Inventions. The Consultant covenants that he will promptly:

    


    (i) disclose
      to the Corporation in writing any Consultant Invention;

    


    (ii) assign
      to
      the Corporation or to a party designated by the Corporation, at the
      Corporation's request and without additional compensation, all of the
      Consultant's right to the Consultant Invention for the United States and all
      foreign jurisdictions;

    


    (iii) execute
      and deliver to the Corporation such applications, assignments, and other
      documents as the Corporation may request in order to apply for and obtain
      patents or other registrations with respect to any Consultant Invention in
      the
      United States and any foreign jurisdictions;

    


    (iv) sign
      all
      other papers necessary to carry out the above obligations; and

    


    (v) give
      testimony and render any other assistance in support of the Corporation's rights
      to any Consultant Invention.


    5.3 Disputes
      or Controversies. The
      Consultant recognizes that should a dispute or controversy arising from or
      relating to this Agreement be submitted for adjudication to any court,
      arbitration panel, or other third party, the preservation of the secrecy of
      Confidential Information may be jeopardized. All pleadings, documents,
      testimony, and records relating to any such adjudication will be maintained
      in
      secrecy and will be available for inspection by the Corporation, the Consultant,
      and their respective attorneys and experts, who will agree, in advance and
      in
      writing, to receive and maintain all such information in secrecy, except as
      may
      be limited by them in writing.

    


    5.4 Definitions. 

    


    (a) For
      the
      purposes of this Section 5, "Confidential Information" shall mean any and
      all:

    


    (i) trade
      secrets concerning the business and affairs of the Corporation, product
      specifications, data, know-how, formulae, compositions, processes, designs,
      sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
      current, and planned research and development, current and planned manufacturing
      or distribution methods and processes, customer lists, current and anticipated
      customer requirements, price lists, market studies, business plans, computer
      software and programs (including object code and source code), computer software
      and database technologies, systems, structures, and architectures (and related
      formulae, compositions, processes, improvements, devices, know-how, inventions,
      discoveries, concepts, ideas, designs, methods and information, and any other
      information, however documented, that is a trade secret; 

    


    
      
         

      

      
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    (ii) information
      concerning the business and affairs of the Corporation (which includes
      historical financial statements, financial projections and budgets, historical
      and projected sales, capital spending budgets and plans, the names and
      backgrounds of key personnel, personnel training and techniques and materials,
      however documented; and

    


    (iii) notes,
      analysis, compilations, studies, summaries, and other material prepared by
      or
      for the Corporation containing or based, in whole or in part, on any information
      included in the foregoing.

     

    (b) For
      the
      purposes of this Section 5, "Consultant Invention" shall mean any idea,
      invention, technique, modification, process, or improvement (whether patentable
      or not), any industrial design (whether registerable or not), any mask work,
      however fixed or encoded, that is suitable to be fixed, embedded or programmed
      in a semiconductor product (whether recordable or not), and any work of
      authorship (whether or not copyright protection may be obtained for it) created,
      conceived, or developed by the Consultant, either solely or in conjunction with
      others, during the Consulting Period, or a period that includes a portion of
      the
      Consulting Period, that relates in any way to, or is useful in any manner in,
      the business then being conducted or proposed to be conducted by the
      Corporation, and any such item created by the Consultant, either solely or
      in
      conjunction with others, following termination of the Consultant's Consulting
      Arrangement with the Corporation, that is based upon or uses Confidential
      Information.

    


    6. NON-INTERFERENCE


    6.1 Reserved
      

    


    6.2 Covenants
      of the Consultant. In
      consideration of the compensation and benefits to be paid or provided to the
      Consultant by the Corporation, the Consultant covenants that he may
      not,
      directly or indirectly at any time disparage the Corporation or any of its
      shareholders, directors, officers, employees, or agents. If the foregoing
      covenant is held to be unreasonable, arbitrary, or against public policy, such
      covenant will be considered to be divisible with respect to scope, time, and
      geographic area, and such lesser scope, time, or geographic area, or all of
      them, as a court of competent jurisdiction may determine to be reasonable,
      not
      arbitrary, and not against public policy, will be effective, binding, and
      enforceable against the Consultant. 

    


    The
      period of time applicable to any covenant in this Section 6.2 will be extended
      by the duration of any violation by the Consultant of such
      covenant.

    


    7. NOTICES.
      All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by hand (with written confirmation of receipt), (b) sent by facsimile (with
      written confirmation of receipt), provided that a copy is mailed by registered
      mail, return receipt requested, or (c) when received by the addressee, if
      sent by a nationally recognized overnight delivery service (receipt requested),
      in each case to the appropriate addresses and facsimile numbers first set forth
      above (or to such other addresses and facsimile numbers as a party may designate
      by notice to the other parties or that the Corporation has on record for the
      Consultant). 

    


    
      
         

      

      
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    8. BINDING
      EFFECT.
      This
      Agreement shall extend to, shall inure to the benefit of and shall be binding
      upon all the parties hereto and upon all of their respective heirs, successors
      and representatives.

    


    9. ENTIRE
      AGREEMENT. This
      Agreement, including the agreements incorporated by reference, contains the
      entire Agreement among the parties hereto with respect to the matters
      contemplated hereby and supersedes all prior agreements and undertakings between
      the parties with respect to such matters. This Agreement may not be amended,
      modified or terminated in whole or in part, except in writing, executed by
      each
      of the parties hereto.

    


    10. INDEMNIFICATION.
      Consultant
      hereby agrees to hold harmless and indemnify Corporation from and against any
      and all loss, damage, expense, and cost (including reasonable attorneys' fees
      incurred in connection with the same) incurred by Corporation as a result of
      Consultant's breach of any covenant or agreement made herein.


    11. COUNTER
      PARTS/EXECUTION. This Agreement may be executed in any number of counterparts
      and by different signatories hereto on separate counterparts, each of which
      when
      so executed, shall be deemed an original, but all such counterparts shall
      constitute but one and the same instrument This Agreement may be executed by
      facsimile signature and delivered by facsimile transmission.


    


    12. SEVERABILITY.
      Should
      any part of any provision of this Agreement be declared invalid by a court
      of
      competent jurisdiction, such decision or determination shall not affect the
      validity of any remaining portion of such provision or any other provision
      and
      the remainder of the Agreement shall remain in full force and effect and shall
      be construed in all respects as if such invalid or unenforceable provision
      or
      portion thereof were not contained herein. In the event of a declaration of
      invalidity, the provision or portion thereof declared invalid shall not
      necessarily be invalidated in its entirety, but shall be observed and performed
      by the parties to the Agreement to the extent such provision is valid and
      enforceable.

    


    13. 
      SECTION HEADINGS.
      The
      section headings contained herein are for convenience of reference only and
      shall not be considered any part of the terms of this Agreement.

    


    14. CHOICE
      OF LAW.
      This
      Agreement shall be interpreted and performed in accordance with the laws of
      the
      State of New York, and the parties agree, notwithstanding the principles of
      conflicts of law, that the internal laws of the State of New York shall govern
      and control the validity, interpretation, performance, and enforcement of this
      Agreement. Any
      action brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. The parties
      and
      the individuals executing this Agreement and other agreements referred to herein
      or delivered in connection herewith on behalf of the Company agree to submit
      to
      the jurisdiction of such courts and waive trial by jury. The prevailing party
      shall be entitled to recover from the other party its reasonable attorney's
      fees
      and costs. 

    


    IN
      WITNESS WHEREOF,
      Consultant has hereunto put his hand, and the Corporation has caused this
      instrument to be executed in its corporate name by its duly authorized officer,
      all as of the day and year first above written.

    


    
      
         

      

      
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    CONSULTANT:

    


    Galway
      Holdings LLC

    


    By:
      /s/
      Michael Potts

    (Name)

    (Title)

    


    


    CORPORATION:

    


    ARMITAGE
      MINING CORP.

    


          
      By: /s/_Michael
      Potts

                   (Name)
      Michael Potts

                  
      (Title)
      President 

     

     

     

    
      
         

      

      
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