CONSULTING
AGREEMENT
This Consulting
Agreement ("Agreement") is made and entered into effective as of
October 1st, 2008 (the “Effective Date”) by SNOWDON
RESOURCES CORPORATION. , a Nevada corporation ("Corporation"),
and WOODBURN HOLDINGS LTD., of 885 Pyrford Road, West
Vancouver, British Columbia, Canada V7S 2A2 (the
“Consultant”)
WHEREAS, the
Corporation desires to retain the services of a corporate
consultant and the Consultant has agreed to accept such appointment
on the terms and conditions herein contained:
NOW THEREFORE,
IT IS AGREED AS FOLLOWS:
The Consultant
agrees to the appointment hereunder and during the term of this
Agreement. The Consultant or its representative shall
provide advice with respect to financing, strategic planning and
business development, and other management consulting services as
may be mutually agreed.
Section
2 - Term and
Termination of Appointment
2.1 Initial
Term . The term of engagement of the Consultant by
the Corporation shall be for a period of 36 months beginning with
the Effective Date ("Initial Term"), unless terminated earlier
pursuant to this Agreement. At any time prior to the
expiration of the Initial Term, the Corporation and the Consultant
may by mutual written agreement extend the Consultant’s
engagement under the terms of this Agreement for such additional
period as may be agreed.
2.2
Termination . The Corporation may effect a
termination of this Agreement upon giving thirty (30) days' written
notice to the Consultant of such termination. The
Consultant may effect a termination of this Agreement upon giving
thirty (30) days' written notice to the Corporation of such
termination.
3.1 Fees
. As payment for the services to be rendered by the
Consultant or its representative as provided in Section 1 and
subject to the terms and conditions of Section 2, the Corporation
agrees to pay to the Consultant a fee of US$36,000 per annum
payable in equal monthly installments of $3,000 each commencing
October 1 st ,
2008.
3.2
Reimbursement for Expenses . During the term of
this Agreement, the Co