Services Contract, dated October 15, 2008, between St. Lawrence Alluvial Services and Logistics Corp., its wholly-owned subsidiary Logistica y Servicios Aluviales San Lorenzo SAC, and Constitution Mining Corp

1.

TERM OF AGREEMENT.  The term of this Agreement shall be for one (1) year commencing 15 October 2008, and shall, unless renewed by mutual agreement in writing, terminate on 15 October 2009.

2.

PROVISION OF SERVICES.  SLAC agrees, in consideration of the management fee payable to SLAC hereunder, to provide CMIN with exploration and development advice and management (hereinafter referred to as the “Services”) in connection with existing and proposed exploration programs of CMIN or its affiliated and/or subsidiary companies on the Gold Sands project in Peru as well as the support functions required to successfully implement such programs.  The Services shall include, but not be limited to, provision of logistics and infrastructure in the project area, office and administration support for project activities, exploration planning, program management, mapping, logging, provision of drilling services and equipment, provision of a field laboratory, processing and analysis of samples, data compilation, data

3.

PROVISION OF COMPETENT PERSONNEL AND EQUIPMENT.  SLAC agrees to provide competent personnel, consultants, and contractors to carry out the Services.  SLAC will also provide appropriate equipment and infrastructure in order that the programs call be successfully implemented.

4.

PROGRAM AND BUDGET.  SLAC shall in conjunction with CMIN, develop the overall program.  Component program elements shall be budgeted, and, upon approval by CMIN, executed under the direction of SLAC.

5.

COSTS.  All costs incurred in the execution of the Services shall be charged to CMIN.

6.

MANAGEMENT FEE.  SLAC shall charge a Management Fee of 10 on all costs incurred in the execution of the Services.

8.

PAYMENT.  CMIN shall pay SLAC within two weeks of receipt of invoice.  All amounts due hereunder shall be paid in USD, and shall be deposited by CMIN in a bank account as designated by SLAC in writing.

9.

ADVANCE.  CMIN shall advance to SLAC the sum of USD 250,000, which sum shall be due on execution of the agreement.

10.

LOCAL TAXES.  The amounts due hereunder shall be net of taxes.  CMIN shall assume the cost of any tax or withholding obligation, and shall provide SLAC with a copy of an official receipt evidencing payment of any such taxes.

11.

INDEPENDENT CONTRACTOR.  With respect to all claims and damages on account of loss or damage to property, or injury or death of any person or persons arising from or out of provision of the Services by SLAC hereunder, SLAC shall be deemed to be an independent contractor, and neither it not its personnel shall be deemed to be a representative, agent, or employee of CMIN, and, with respect to any such claim, damage, loss, injury or death, SLAC shall indemnify and save CMIN harmless from and against any and all liability for such loss, damage, injury or death, except such liability as may arise out of sole negligence of CMIN.  SLAC shall maintain such insurances as will protect it from all claims and damages for personal injury and death, and from all claims and property damage arising from the provision of the Services under this Agreement.

12.

CONFIDENTIALITY.  SLAC shall, and shall cause all its personnel, consultants, and contractors to, keep confidential all information disclosed by CMIN or acquired by SLAC through the performance of the Services hereunder, and shall not disclose for divulge such information to third parties without the written consent of CMIN.  The obligation to keep secret and confidential and not disclose any such information shall not apply to any information oin the public domain or which at the time of disclosure is already known to SLAC and/or its personnel, consultants, and contractors, or when disclosure is required under applicable law and regulations.

13.

TERMINATION FOR DEFAULT.  If either party fails to perform any of its obligations to the other party under this Agreement, and such non-performance is not cured within thirty (30) days after receipt by the defaulting party of written notice of the non-performance, then the party giving notice of non-performance may terminate this Agreement by giving ten (10) days prior written notice to the defaulting party.

14.

ARBITRATION.  In case of disputes arising under this Agreement, which are not settled within a reasonable time and not exceeding three (3) months, the parties shall refer such disputes and differences to arbitration in the United States of America.

15.

NOTICES.  Any communication required or permitted to be given under this Agreement shall be in writing and shall be sufficiently given if delivered by hand, sent by facsimile, couriered, or mailed by certified or registered mail, postage prepaid, addressed as follows:

 

Manuela Saenz 323, Suite 706

 

(C1107BPA) Buenos Aires

 

&

 

LOGISTICA y SERVICIOS ALUVIALES SAN LORENZO SAC

 

Calle 2a, #129

 

Villa Soberania, Panama City

 

Republic of Panama

 

FAX   ###-###-####

16.

ASSIGNMENT:  SLAC may not assign, pledge, mortgage, or otherwise encumber any of its rights hereunder without the prior written consent of CMIN.

17.

GOVERNING LAW.  This Agreement shall be interpreted in accordance with the Laws of the United States of America.