ggrnex10_1.htm


    CORPORATE
SUPPORT AGREEMENT

     

     

    THIS
CORPORATE SUPPORT AGREEMENT made effective July 1st ,
2008.

     

    BETWEEN:

     

    SWEETWATER
CAPITAL CORP. of 1000-789 West Pender Street, Vancouver, British
Columbia, Canada, V6C 1H2

     

    (the
"Service Provider")

     

                                                                      
OF THE FIRST PART

     

    AND:

     

    
      	
               
      

            	
              SNOWDON
      RESOURCES CORPORATION., of 1010-789 West Pender Street, Vancouver,
      British Columbia, Canada, V6C
1H2;

            


    

     

                       (the
"Client")

     

                                                                    
OF THE SECOND PART

     

    WHEREAS:

     

    A.                    
The Service Provider maintains office premises and corporate services in
Vancouver, British Columbia equipped specifically for the purpose of providing
essential corporate services and facilities to clients as more particularly
described herein;

     

    B.                    
The Client is a US Reporting Issuer having a principal address in Vancouver,
British Columbia in need of premises and services for the purpose of maintaining
it operations and corporate headquarters in the Province of British
Columbia;

     

    C.                    
The Service Provider has agreed to provide the services to the client on the
terms and conditions contained herein:

     

    NOW
THEREFORE this Agreement witnesseth that in consideration of the premises
and of the mutual covenants and agreements hereinafter set out, the parties
hereto covenant and agree as follows:

     

    SECTION
1 - INTERPRETATION

     

    1.01                 
Interpretation

     

    For all
purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:

     

    
      	
               
      

            	
              (a)       
      "this Agreement" means this Agreement and all Schedules attached
      hereto:

            


    

     

    
      	
               
      

            	
              (b)       
      any reference in this Agreement to a designated "Section", "Subsection",
      "Schedule" or other subdivision refers to the designated Section,
      Subsection, Schedule or other subdivision of this
    Agreement;

            


    

     

    
      	
               
      

            	
              (c)       
      the words "herein" and "hereunder" and other words of similar import refer
      to this Agreement as a whole and not to any particular Section, Subsection
      or other subdivision of the
Agreement;

            


    

     

    
      	
               
      

            	
              (d)       
      any reference to a statute included and, unless otherwise specified
      herein, is a reference to such statute and to the regulations made
      pursuant thereto, with all amendments made thereto and in force from time
      to time, and to any statute or regulations that may be passed which has
      the effect of supplementing or superseding such statue or such regulation;
      and

            


    

     

    
      	
               
      

            	
              (e)       
      words importing the masculine gender include the feminine or neuter gender
      and words in the singular include the plural, and vice
    versa.

            


    

     

    1.02                 
Headings

     

    The
headings of the Sections and Subsections of this Agreement are inserted for
convenience of reference only and shall not in any way affect the construction
or interpretation of this Agreement or of any part thereof.

     

    1.03                 
Governing Law

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia, Canada.

     

    1.04                 
Severability

     

    In the
event that any provision of this Agreement or any part thereof is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, and
the remaining provisions shall be construed as if the invalid, illegal or
unenforceable provisions had been deleted from this Agreement.

     

    1.05                 
Currency

     

    All
references to dollars or funds herein mean United States dollars.

     

     

    SECTION
2 -SERVICES

     

    2.01                
The Service Provider agrees to provide a corporate address, with fully
equipped offices, computers, internet services, support services, board room
facilities, non-alcoholic refreshments, postage facilities, repairs and
maintenance to office equipment located in the premises and all incidental
services thereto to the Client as required by the Client in order for the Client
to be able to perform its corporate activities in Vancouver, British Columbia
commensurate with the needs of like corporations as if they had maintained their
own fully furnished and staffed premises for the same purposes.

     

    2.02                 
The Service Provider further agrees to provide personnel to the client to assist
with the following services in the premises:

     

            
i)         
receptionist;

     

            
ii)         secretarial;

     

            
iii)        bookkeeping
services;

     

             iv)       
corporate records clerks;

     

    
      	
               
      

            	
              v)       
      qualified personnel to assist in the preparation of quarterly, interim and
      annual financial statements as required under SEC guidelines for
      independent review by outside
auditors;

            


    

     

    
      	
               
      

            	
              vi)      
      qualified personnel to assist in arranging for timely disclosure of all
      material facts in the affairs of the
Client;

            


    

     

    
      	
               
      

            	
              vii)      
      qualified personnel to assist in perusing and replying to all corporate
      inquiries and correspondence; and

            


    

     

    
      	
               
      

            	
              viii)      
      qualified personnel to draft disclosure documents for filing with the
      Securities and Exchange Commission in the USA and with the applicable
      securities commissions in Canada for review by independent outside legal
      counsel selected by the Client.

            


    

     

    2.03     
            The Service
Provider further agrees to act as a fiscal agent for the Client to provide the
following services during the term of this Agreement, :

     

    
      	
               
      

            	
              i)         
      reviewing the financial position of the Client and providing
      recommendations thereon;

            


    

     

    
      	
               
      

            	
              ii)        
      assisting in formulating plans and budgets from time to time for the
      Client;

            


    

     

    
      	
               
      

            	
              iii)       
      disseminating such information to persons in accordance with the marketing
      plan of the Client to encourage participation in the development of the
      Client;

            


    

     

    
      	
               
      

            	
              iv)       
      retaining the services of
professionals;

            


    

     

    
      	
               
      

            	
              v)        
      selecting on the basis of evaluations provided by professionals, suitable
      business opportunities for acquisition and
  participation;

            


    

     

    
      	
               
      

            	
              vi)       
      establishing and maintaining suitable banking
  relations;

            


    

     

    
      	
               
      

            	
              vii)      
      ensuring the maintenance of proper accounting
  records;

            


    

     

    
      	
               
      

            	
              viii)      
      arranging for the payment of all payables of the Client and/or any
      subsidiaries; and

            


    

     

    
      	
               
      

            	
              ix)       
      provide experienced personnel to assist the Client with advice on mergers
      and acquisitions, financings and investor support services as required by
      the Client with the assistance of outside professionals in order for
      management of the Client to be able to diligently pursue corporate
      opportunities.

            


    

     

    2.04                 
Term

     

    This
Agreement shall be for a period of 36 months commencing July 1, 2008
irrespective of the date this Agreement is executed, and expiring June 30, 2011
unless extended thereafter on a month-to-month basis or for an extended term in
writing.

     

    2.05                 
Payment for Services

     

    The
remuneration of the Service Provider for its services shall be the sum of
US$2,500 per month plus GST at the prescribed rate payable in advance on the
first business day of each calendar month, the first of such installments to be
payable on the first day of July, 2008.

     

    SECTION
3 – DISPUTES

     

    3.01     
            Any dispute
arising under this agreement shall be settled by arbitration pursuant to
applicable Arbitration Statutes in effect in the Province of British Columbia by
a single arbitrator if the parties hereto are able to agree on a single
arbitrator within thirty (30) days after written demand to arbitrate is given in
writing by one party to the other, and failing such agreement, by three
arbitrators, one to be appointed by the Client, one to be appointed by the
Service Provider, and the third to be appointed by such two arbitrators, and the
decision of the single arbitrator or a majority of the arbitrators if three are
appointed, shall be final and binding upon the parties hereto, and such decision
shall include a direction as to the costs of the arbitration.

     

    SECTION
4 – EARLY TERMINATION

     

    4.01                 
This Agreement is subject to early termination by the Service Provider on ninety
(90) days written notice.

     

    4.02                 
This Agreement is subject to early termination by the Client on sixty (60) days
written notice.  In the event the Client terminates this Agreement, the
Client shall be liable for the payment of monthly service fees for an additional
period of three (3) months after the date notice is given which amount is the
agreed upon amount of liquidated damages the Service Provider will suffer or
incur as a result of the early termination of this Agreement.

     

    SECTION
5 – SERVICE PROVIDER’S COVENANTS

     

    5.01                 
Upon termination of this Agreement for any reason, or whenever requested by the
Service Provider, the Client shall deliver to the Service Provider all property
belonging to the Service Provider, including, without limitation: any keys,
security cards, passwords, devices or other property which may have come into
the Client’s possession during the course of the Agreement;

     

    5.02                 
The Service Provider covenants with the Client to provide access to the business
premises during normal business hours during the Term and after normal business
hours provided access by the Client shall only be made in accordance with the
guidelines from time to time imposed on tenants in the building leased by the
Service Provider;

     

    5.03                 
The Service Provider shall maintain the office premises in good repair and
properly maintained with acceptable janitorial services;

     

    5.04                 
The Service Provider shall throughout the Term keep the premises insured for
loss and damage by fire in the sum of at least $2,000,000 and shall pay when due
all premiums necessary for the above purpose provided that the Service
Provider’s obligation under this covenant shall immediately cease if the
insurance covenanted for shall be rendered void by any act or default of the
Client;

     

    5.05                 
The Service Provider shall if the premises are damaged by fire reinstate the
premises at his sole expense, with all reasonable speed; and

     

    5.06                 
If the premises or any part of them are damaged by fire during the Term of this
lease, with the result that they are rendered unfit for habitation, then the
fees reserved by this Agreement or a fair proportion thereof in accordance with
the nature and extent of the damage shall be suspended until the leased premises
are again fit for habitation.

     

     

    SECTION
6 - MISCELLANEOUS

     

    6.01                 
Amendment or Termination

     

    No
amendment or termination of this Agreement shall be valid unless it is in
writing and executed by the parties hereto.

     

    6.02                 
Further Assurances

     

    The
parties hereto shall execute all such further documents and give all such
further assurances as may be required to carry out the purpose and intent of
this Agreement.

     

    6.03                 
Personal Agreement

     

    This
Agreement is personal to the parties hereto and shall not be assigned except by
operation of law.  If this Agreement is assigned by operation of law, it
shall enure to the benefit of and be binding upon such assigns.  This
agreement shall enure to the benefit of and be binding upon the parties
hereto.

     

    6.04                 
Notices

     

    All
notices and other communications required or permitted to be given hereunder
shall be in writing and shall be delivered to the party for whom it is intended
at the address for such party as set forth in this Agreement, or to such other
address as either party may provide in writing to the other pursuant to the
provisions in this Subsection or may be sent by telecopy or by means of
facsimile transmission.  Any notice shall be deemed to have been received
by the party to whom it is delivered, when delivered, and if transmitted by
telecopy or facsimile transmission, upon transmission.

     

    6.05                 
Entire Agreement

     

    This
Agreement contains the entire understanding between the parties and supersedes
any prior understandings and agreements between them respecting the subject
matters hereof.  There are no other representations, agreements,
arrangements, or understandings, oral or written, between and among the parties
hereto or any of them, relating to the subject matter of this
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

     

                           
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement the
30th
day of September, 2008

     

                               SWEETWATER
CAPITAL CORPORATION

     

                                                                                            
By: “F.
George Orr”

                                                                                            
Title: _CFO
/
Director                 

     

                                             SNOWDON RESOURCES
CORPORATION

     

                                                                                            
By:  “Terence
F. Schorn”

     

                                                                                            
Title:  Director