Unassociated Document


    Exhibit
      10.12

     

    CONSULTING
      AGREEMENT

     

    This
      Consulting Agreement
      ("Agreement") is effective as of June 1, 2007 between Sweetwater Capital
      Corporation, 789 West Pender Street, Suite 1000, Vancouver British Columbia
      Canada V6C 1H2 (“Sweetwater” or “Consultant”), and Pacific Copper Corp., a
      Delaware corporation located at Suite 10A, 1226 White Oaks Blvd., Oakville
      Ontario, Canada L6H 2B9 (“PACIFIC COPPER,” “Client” or the “Company”), in
      connection with the rendering by Sweetwater to PACIFIC COPPER of consulting
      services, as described herein below, for and in consideration of the
      compensation described.

    


    WHEREAS,
      PACIFIC
      COPPER is about to be publicly traded company on the OTCBB, and desires to
      retain Sweetwater to perform certain consulting services as described herein
      and
      Sweetwater is willing to render and provide such service to the Company.


    


    THEREFORE,
      in
      consideration of the mutual agreements and covenants set forth in this
      Agreement, and intending to be legally bound hereby, the parties agree as
      follows: 

    


    1.
      Engagement of Consultant. The
      Company hereby engages and retains Consultant to render to the Company the
      consulting services (the “Consulting Services”) described in paragraph 2 hereof
      for the period commencing on the date this Agreement is executed by both parties
      and ending twenty four months thereafter (the "Consulting Period").


    


    2.
      Description of Consulting Services. The
      Consulting Services rendered by Consultant hereunder shall consist of
      consultations with management of the Company as such management may from time
      to
      time require during the consulting period. Such consultation with management
      shall be with respect to financial public relations, business promotion,
      business growth and development, including mergers and acquisitions, and general
      business consultation. The Consulting Services may include the Company's
      relationship with the financial community and its securities holders, the
      preparation and distribution of periodic reports and news releases to keep
      existing shareholders informed about the Company’s activities, maintaining
      regular communications with stockholders and brokers, and such other matters
      as
      may be agreed upon between the Company and Consultant. 

    


    3.
      Extent of Consulting Services. Client
      agrees that, during reasonable periods of time prior to and during which Client
      is deemed to be in the process of raising capital and/or offering securities,
      as
      defined under the Act, Sweetwater will suspend its consulting services to the
      extent such consulting services may affect the market price of Client’s
      securities.

    


    4.
      Compensation for Consulting Services.
      The
      Company shall pay to Consultant and/or assigns as instructed by Consultant
      for
      the Consulting Services rendered hereunder, the sum of $4,000 per month not
      in
      advance plus 1,000,000 shares of restricted common stock of the Company
      (“Consultant Shares”) which shall be earned in the following manner: 1,000,000
      shares will be earned by the Consultant and/or assigns in equal installments
      of
      250,000 shares on December 1, 2007, March 1, 2008, June 1, 2008 and September
      1,
      2008. Said 1,000,000 shares of restricted common stock of the Company will
      be
      tendered to Consultant and/or assigns in one certificate on June 1, 2007;
      provided, however, that Consultant must return any unearned shares upon
      termination of this Agreement. 

    


    5.
      Non Exclusivity of Consultants Undertakings. The
      Company expressly understands and agrees that Consultant shall not be prevented
      or barred from rendering services of the same nature as or a similar nature
      to
      those described in this Agreement, or of any nature whatsoever, for or on behalf
      of any person, firm, corporation, or entity other than the Company. Company
      understands and accepts that Consultant is currently providing consulting
      services to other public companies and will continue to do so during the term
      of
      this Agreement. Company also understands and accepts that Consultant will seek
      new clients to provide its consulting services to during the term of this
      Agreement.

     

    
      
        
        

      

      
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    6.
      Termination of Relationship. This
      Agreement shall, unless sooner terminated as provided herein below, continue
      for
      the duration of the Consulting Period as defined in paragraph 1 herein above.
      Such term shall be renewed upon mutual agreement of the parties. Either
      Consultant or the Company may terminate this Agreement with or without cause
      upon sixty (60) days written notice to the other provided the Company may not
      give notice of termination prior to January 1, 2008. 

     

    In
      the
      event of Termination, the Consultant shall be entitled to accrued fees and
      shares vested prior to the termination of this Agreement. Further, in the event
      of Termination, Consultant shall be entitled to the cash compensation for the
      months that the 60th
      day of
      the notice of Termination falls. The Consultant Shares that have vested through
      such 60th
      day are
      deemed earned by Consultant. 

     

    8.
      Miscellaneous.

     

    A.
      Notices.
      Any
      notice or other communication required or permitted by any provision of this
      Agreement shall be in writing and shall be deemed to have been given or served
      for all purposes if delivered personally or sent by registered or certified
      mail, return receipt requested, postage prepaid, addressed to the parties at
      the
      addresses first set forth above.

    


    B.
      Entire Agreement.
      This
      Agreement constitutes the entire agreement between the parties relating to
      the
      subject matter of this Agreement and supersedes all prior discussions between
      the parties. There are no terms, obligations, covenants, express or implied
      warranties, representations, statements or conditions other than those set
      forth
      in this Agreement. No variations or modification of this Agreement or waiver
      of
      any of its terms or provisions shall be valid unless in writing and signed
      by
      both parties.

    C.
      Amendment.
      This
      Agreement shall not be modified or amended except by written agreement of the
      parties hereto.

    D.
      Governing Law.
      Each of
      the provisions of this Agreement shall be governed by and construed and enforced
      in accordance with the laws of the State of Colorado.

    


    E.
      Delay,
      No
      failure or delay by any party in exercising any right, power or privilege under
      this Agreement shall operate as a waiver thereof; nor shall any single or
      partial exercise of any right, power or privilege hereunder preclude any other
      or further exercise thereof or the exercise of any other right, power or
      privilege.

    


    F. Severability.
      Should
      any part of the Agreement for any reason be declared invalid or unenforceable,
      such decision shall not affect the validity or enforceability of any remaining
      portion, which remaining portion shall remain in force and effect as if this
      Agreement had been executed with the invalid or unenforceable portion thereof
      eliminated and it is hereby declared the intention of the parties hereto that
      they would have executed the remaining portion of this Agreement without
      including therein any such part, parts or portion which may, for any reason,
      be
      hereafter declared invalid or unenforceable. Should any material term of this
      Agreement be in conflict any laws or regulations, the parties shall in good
      faith attempt to negotiate a lawful modification of this Agreement which will
      preserve, to the greatest extent possible, the original expectation of the
      parties.

     

    G.
      Arbitration.
      Any
      controversy or claim arising out of or relating to this Agreement, or the breach
      thereof, shall be settled by arbitration in Buffalo New York in accordance
      with
      the rules of the American Arbitration Association, and the judgment upon the
      award rendered may be entered in any court having jurisdiction
      thereon.

     

    
      
        
        

      

      
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    H. Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which together shall constitute one and the
      same
      instrument. Execution and delivery of this Agreement by exchange of facsimile
      copies bearing facsimile signature of a party shall constitute a valid and
      binding execution and delivery of this Agreement by such party. Such facsimile
      copies shall constitute enforceable original documents.

    


    In
      Witness Whereof,
      the
      undersigned parties hereto have executed this Agreement on the dates set forth
      opposite their respective signatures.

     

    
      	 	 	 
	Dated: May
              8, 2007 	PACIFIC
              COPPER CORP
	 
 	 
 	 
 
	 	By:  	/s/ Stafford
              Kelley
	 	
              
                

              

              Stafford
                Kelley

            
	 	
              Corporate
                Secretary

            


      	 	 	 
	 	 	 
	Dated: May
              24, 2007 	SWEETWATER
              CAPITAL CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              M. Baker
	 	
              
Robert
              M. Baker
	 	Corporate
              Secretary 


    

     

    
      
        
        

      

      
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