ggrnex10_3.htm


    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:

    


    Section 1-Duties.

    


    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.

    


    Section 3-Compensation

    


    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 1st, 2008.

    


    3.2 Reimbursement for
Expenses.  During the term of this Agreement, the Corporation
shall reimburse the Consultant for reasonable and properly documented
out-of-pocket business and/or entertainment expenses incurred by the Consultant
or its representative in connection with its duties under this
Agreement.

    


    Section 4 - Confidentiality.

    


    The
Consultant agrees that all confidential and proprietary information relating to
the Corporation's business shall be kept and treated as confidential both during
and after the term of this Agreement, except as may be permitted in writing by
the Corporation's board of directors or as such information is within the public
domain or comes within the public domain without any breach of this
Agreement.

    


    Section 5 - Notices.

    


    Notice
under this Agreement shall be in writing and shall be effective when actually
delivered.  If mailed, notice shall be deemed effective 48 hours after
mailing as registered or certified mail, postage prepaid, directed to the other
party at the address set forth below or such other address as the party may
indicate by written notice to the other:

    


    Section 6 - No
Release.

    


    Both
parties agree that the termination of this Agreement or the expiration of the
term of this Agreement shall not release either party from any obligations under
Sections this Agreement.

    


    Section 7 - Survival.

    


    Any of
the terms and covenants contained in this Agreement which require the
performance of either party after Termination shall survive such
Termination.

    


    Section 8 - Waiver.

    Failure
of either party at any time to require performance of any provision of this
Agreement shall not limit the party's right to enforce the provision, nor shall
any waiver of any breach of any provision be a waiver of any succeeding breach
of any provision or a waiver of the provision itself for any other
provision.

    


    Section 9 - Assignment.

    


    Neither party hereto may transfer or
assign this Agreement without prior written consent of the other
party.

    


    Section 10 - Law
Governing.

    


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

    


    Section 11 - Titles and
Captions.

    


    All
articles, sections and paragraph titles or captions contained in this Agreement
are for convenience only and shall not be deemed part of the context nor affect
the interpretation of this Agreement.


    


    Section 12 - Entire
Agreement.

    


    This
Agreement contains the entire understanding between and among the parties and
supersedes any prior understandings and agreements among them respecting the
subject matter of this Agreement.

    


    Section 13 - Agreement
Binding.

    


    This
Agreement shall be binding upon the heirs, executors, administrators, successors
and assigns of the parties hereto.

    


    Section 14 - Savings
Clause.

    


    If any
provision of this Agreement, or the application of such provision to any person
or circumstance, shall be held invalid, the remainder of this Agreement, or the
application of such provision to persons or circumstances other than those as to
which it is held invalid, shall not be affected thereby.

    
 

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

     

                                      SNOWDON
RESOURCES CORPORATION

    


    


    By:  “Terence F.
Schorn”                                                           

    


    Title:  Director

    


    


    


    


    WOODBURN HOLDINGS LTD.

    


    


    By: “R.M.
Baker”

    


    Title: President