Attached files

EXHIBIT 10.1

                         DEBENTURE SETTLEMENT AGREEMENT

     This Debenture Settlement Agreement (hereinafter, this "Agreement") is
made and entered into on this 2nd day of December 2010, by and between Calais
Resources, Inc., a corporation organized under the laws of British Columbia
("Calais"), and Lynn Martin ("Martin").  Calais and Martin are collectively
referred to as the "Parties."

                                   RECITALS

     A.  Calais is a publicly-held company based in Littleton, Colorado, with
properties in Boulder County, Colorado and Nye County, Nevada, which has
obligations to file reports and disclosure information with the British
Columbia Securities Commission ("BCSC") and the United States Securities and
Exchange Commission ("SEC").

     B.  Martin holds a convertible debenture issued by Calais in the amount
of CDN$ 1,103,214 and the Parties would like to settle this debenture.

     NOW, THEREFORE, in consideration of the following covenants and promises
and for other valuable consideration, this Agreement is entered into by the
Parties.

                                   AGREEMENT


     1.   Convertible Debenture.  The Parties agree that Martin holds a
convertible debenture issued by Calais in the amount of CDN$ 1,103,214 which
is due May 31, 2011.

     2.   Pay-off Terms.  Martin agrees to accept as full payment for the
debenture the amount of CDN$ 110,322, which shall be paid by Calais with four
quarterly payments of CDN$ 27,580.50, with the first payment due on December
15, 2010, and the three remaining payments due on March 15, 2011, June 15,
2011, and September 15, 2011.  Once the final payment is made, Martin shall
deliver the original convertible debenture back to Calais.  If all four
payments are not made when due or within a ten day grace period, this
settlement will be null and void and any payments made will be applied to
reduce the principal amount of the debenture.

     3.   Representations and Warranties.

          (a)  Calais.  Calais represents and warrants to Martin as follows:

               (i)  Calais is a corporation in good standing in British
Columbia and is qualified to conduct business in the state of Colorado.

               (ii)  The person executing this Agreement on behalf of Calais
is its president.  Calais has authorized its president to sign this Agreement
on its behalf, and has further authorized such officer to deliver this
Agreement to Martin and intends to be bound by this Agreement in accordance
with its terms.

                (iii)  To the extent that Calais has stated any fact in this
Agreement, Calais (acting through and based on the knowledge of its
president) believes such fact to be true and correct in all material
respects.

          (b)  Martin.  Martin represents and warrants to Calais as follows:

               (i)  To the extent that this Agreement states or sets out any
matters of fact with respect to the rights, interests, claims or obligations
of Martin, such statements of fact are true and correct in all material
respects.

     4.   Costs and Expenses.  The Parties shall each be responsible to pay
their own attorneys' fees and other costs and expenses incurred in connection
with the negotiation and drafting of this Agreement.

     5.   Governing Law; Jurisdiction.  This Agreement shall be governed by
the laws of Colorado except to the extent that the laws of British Columbia
govern the validity of the outstanding shares of Calais common stock and
debentures.  Each of the Parties consents to the jurisdiction of the federal
courts whose district encompass any part of the City of Denver, Colorado, or
the state courts of the City and County of Denver, Colorado, in connection
with any law, any objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.
Each of the Parties agree that service in person or by certified or
registered U.S. Mail to their respective last known address shall constitute
valid and personam service upon such Party in any action or proceeding with
respect to any matter as to which such Party has submitted to jurisdiction
hereunder.

     6.   Integrated Agreement.  This Agreement constitutes a single
integrated contract expressing the entire agreement of the Parties with
respect to the subject matter hereof, compromising any and all rights and
obligations of the Parties, without exception, and supersedes all prior and
contemporaneous oral and written agreements and discussions with respect to
the subject matter hereof. This Agreement may be amended or modified only by
an agreement in writing signed by the Parties.  The failure by a Party to
declare a breach or otherwise to assert its rights under this Agreement shall
not be construed as a waiver of any right the Party has under this Agreement.

     7.   Confidentiality.  The Parties agree that this Agreement shall
remain confidential between and among the Parties except as required to be
disclosed under applicable law, governmental regulation or pursuant to
judicial order or decree.

     8.   Counterparts.  This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     9.   Notices.  All written notices required by this Agreement or any
document delivered pursuant hereto or as contemplated herein, must be
delivered to the following addresses (or to such other addresses as may be
supplied by a Party) by a means evidenced by a delivery receipt and will be
effective upon receipt.

     If to Calais:

          8839 West Crestline Dr.
          Littleton, CO  80123
          Attn:  Dave Young, President

     If to Martin:

          1601-1185 Quayside Drive
          New Westminster British Columbia
          Canada  V3M 6T8

     10.  Survival.  The Parties agree that the obligations, representations
and warranties contained herein shall indefinitely survive the execution of
this Agreement, the delivery of all documents hereunder, and the completion
of the transactions contemplated herein.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the date first above mentioned above.

CALAIS RESOURCES, INC.


By/s/ David K. Young
  David Young, President

STATE OF COLORADO       )
                        ) ss.
COUNTY OF ARAPAHOE      )

     Subscribed, sworn to, and acknowledged before me by David Young, as
President for and on behalf of Calais Resources, Inc., on this 15th day of
December 2010.

     Witness my hand and official seal.

     My commission expires: 6/24/2014


[ S E A L ]                             Susan L. Beeck
                                        Notary Public



/s/ Lynn Martin
Lynn Martin, Individually

PROVINCE OF B.C.         )
                         ) ss.
CITY OF NEW WESTMINSTER  )

     Subscribed, sworn to, and acknowledged before me by Lynn Martin,
individually, on this 2nd day of December 2010.

     Witness my hand and official seal.

     Permanent Commission.


[ S E A L ]                             /s/ Garry I. Gracey
                                        Notary Public