MANAGEMENT AND GOVERNANCE
CONSULTANT AGREEMENT

    


    


    THIS AGREEMENT dated effective
December 1, 2008 is made:

    


    BETWEEN:

    


    Drayton Harbor Resources
Inc.

    502 East
John Street

    Carson
City, Nevada

    USA,
89706

    


    (referred
to as the “Company")

    


    AND:

    


    Chamberlain Capital
Partners

    104
Swallow Hill Drive

    Barnstable,
Massachusetts

    USA,
02630

    


    (referred
to as “Consultant")

    


    


    1.           Consultation
Services

    


    The
Company hereby engages the Consultant to perform the following services in
accordance with the terms and conditions set forth in this Agreement: The
Consultant will consult with the officers and employees of the Company
concerning matters relating to corporate management and governance, including
day-to-day operations, accounting, regulatory compliance, marketing and investor
relation services.

    


    2.           Terms of
Agreement.

    


    The term
of this Agreement will commence December 1, 2008 and will continue until
November 30, 2009.  Either party may terminate this Agreement by
giving the other party thirty (30) days written notice delivered by registered
mail or confirmed email.

    


    3.           Place Where Services Will Be
Rendered

    


    The
Consultant will perform most services in accordance with this Agreement at 104
Swallow Hill Dirve, Barnstable, Massachusetts, USA, 02630.  In
addition, the Consultant will perform services on the telephone and at such
other places as designated by the Company to perform these services in
accordance with this Agreement.

    


    4.           Payment to
Consultant

    


    The
Consultant will be paid in advance on the 1st day of each month at the rate of
Two Thousand, Five Hundred Dollars in US funds (US$ 2,500.00) per month for work
performed in accordance with this Agreement, such amount to be inclusive of all
disbursements, including basic travel, printing, postage, long distance
telephone charges and other related costs as reasonably incurred by the
Consultant for the purpose of the provision of the Consultant’s services to the
Company;  Provided that the Consultant issues an invoice to the
Company on or before the first day of each month of the term.  In the
event extended travel is required, the Consultant can submit additional receipts
regarding such travel to the Company for reimbursement consideration and
providing that the disbursements must be submitted once per month and will only
be reimbursed once per month. In the event the Consultant is aware that a
certain disbursement will be in excess of $500.00, he must submit for approval
by the Company in advance of its having been incurred  The Consultant
has the right to ask the Company for an advance payment, if appropriate, to pay
for certain disbursements that have been pre-approved by the
Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.           Independent
Contractor

    


    Both the
Company and the Consultant agree that the Consultant will at all times act as an
independent contractor in the performance of its duties under this Contract.
Accordingly, the Consultant shall be solely responsible for payment of all taxes
including Federal, State and local taxes arising out of the Consultant's
activities in accordance with this Agreement, including by way of illustration
but not limitation, Federal and State income tax, business tax, and any other
taxes or business license fees as may be required to be paid.

    


    6.           Confidential
Information and Non-Competition

    


    The
Consultant agrees that any information received by the Consultant or John Lennon
during the performance of the Consultant's obligations pursuant to this
Agreement or otherwise, regarding the business, financial, technological or
other any other affairs of the Company or its personnel will be maintained by
the Consultant and John Lennon as strictly confidential and will not be revealed
by the Consultant or John Lennon to any other persons, firms, organizations or
other entities whatsoever.   This covenant shall survive the
termination of this Agreement.

    


    The
Consultant agrees that during the term of this Agreement and thereafter, it and
John Lennon will not compete or attempt to compete with the business or
technology of the Company or in any other respects whatsoever.

    


    7.           Employment of
Others

    


    The
Company may from time to time request that the Consultant arrange for the
services of others. All costs to the Consultant for those services will be paid
by the Company.

    


    8.           Signatures

    


    Both the
Company and the Consultant agree to the above Contract.

    


    9.           Entire
Agreement

    


    This
agreement contains the entire agreement between the parties hereto with respect
to the Consultant’s engagement by the Company and supersedes any prior oral or
written agreements or understandings with respect hereto.

    


    10.           Notices

    


    All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be delivered personally, sent be recognized overnight courier
or sent by registered or certified mail, return receipt requested, to the other
parties hereto at his or its address as set forth above, and shall be deemed
given when delivered, or if sent by registered or certified mail, five (5) days
after mailing. Any party may change the address to which notices, requests,
demands, and other communications hereunder shall be sent by sending written
notice of such change of address to the other parties in the manner above
provided.

    


    
      
         

      

      
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    11.           Successors and
Assigns

    


    Subject
to the terms of Paragraph 7, this Agreement shall inure to the benefit of, and
be binding upon, the successors and assigns of the party hereto.

    


    12.           Amendment

    


    No
amendment of any provision of the Agreement, or consent to any departure
therefrom, shall be effective unless in writing and executed by both parties
hereto.

    


    13.           Waiver

    


    The
waiver by the Company of any breach of any term or condition of the Agreement
shall not be deemed to constitute the waiver of any other breach of the same or
any other term or condition hereof.

    


    14.           Severability

    


    Each of
the terms and provisions of this Agreement is to be deemed severable in whole or
in part and, if any terms or provision or the application thereof in any
circumstances should be invalid, illegal or unenforceable, the remaining terms
and provisions or the application of such term or provision to circumstances
other than those as to which it is held invalid, illegal or unenforceable shall
not be affected thereby and shall remain in full force and effect.

    


    15.           Governing
Law

    


    This
agreement and the enforcement thereof shall be governed and controlled in all
aspect by the laws of the State of Nevada.

    


    14.           Counterparts

    


    This
Agreement may be executed in several counterparts and all so executed shall
constitute one agreement binding on all the parties hereto, notwithstanding that
all the parties are not signatories to the original or the same
counterpart.

    


    


    DRAYTON
HARBOR RESOURCES INC.

     

    


    _________________________________________

    Bhupinder
Malhi, Director

    


    


    


    CHAMBERLAIN
CAPITAL PARTNERS

     

    


     _________________________________________

    John
Lennon, President

     

     

    
      
         

      

      
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