ex10_2.htm


    CORPORATE
MANAGEMENT SERVICES AGREEMENT

    


    


    THIS
AGREEMENT made effective as of the first day of October,
2008.

    


    BETWEEN:

    


    Jedediah Resources Corp., a
Nevada Corporation, having offices at 100 – 111, 5th Avenue,
S.W., Suite 304, Calgary, Alberta

    


    (hereafter
“Jedediah”)

    


    


    AND;

    


    


    1202503 Alberta Ltd., a
Corporation having a office at 307-15th Street
N.W., Calgary, Alberta

    


    


    (hereafter
(“503 Alberta”)

    


    


    RECIETALS:

    


             WHEREAS,
Jedediah  is engaged in the field of mineral exploration, and the
conduct of such other activities as may be incidental or related thereto;
and

    


             WHEREAS,
Jedediah has and will have the need for accounting, administrative, financial,
technical, consulting and similar services from time to time, but has determined
that it is not cost effective to maintain all the infrastructure associated
therewith; and

    


             WHEREAS,
in the event that Jedediah issues to the public shares of its capital stock
pursuant to a registration statement under the Securities Act of 1933, as
amended, Jedediah desires to continue to obtain the foregoing services from 503
Alberta; and

    


             WHEREAS,
by this Agreement, Jedediah and 503 Alberta desire to confirm their agreement
with respect to services to be provided to Jedediah commencing on October 1,
2008 (the "Effective Date"), and to set forth the basis for 503 Alberta’s
providing further services of the type referred to herein; and

    


             WHEREAS,
503 Alberta is able and willing to provide the foregoing services to Jedediah,
and Jedediah desires to engage 503 Alberta as an independent contractor to
provide the same in accordance with the terms set forth herein:

    


             NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements,
provisions and covenants contained herein, and for other good and valuable
consideration, the receipt and legal sufficiency whereof are hereby
acknowledged, the parties hereto further agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
I

    


    SECTION
1.        MANAGEMENT
SERVICES.

    


              1.1                                Commencing
on the Effective Date, Jedediah hereby engages and retains 503 Alberta to
provide or otherwise make available to Jedediah the services described in this
Section 1 (the "Management Services"), and 503 Alberta hereby accepts and agrees
to provide such Management Services to Jedediah, for the term and consideration
as specified herein. The fee payable for such Management Services shall be
determined in accordance with Section 3 hereof.

    


             1.2.     ACCOUNTING
SERVICES. 503 Alberta shall assist Jedediah with the following accounting
services: maintenance of Jedediah's general ledger; maintenance of Jedediah's
accounts payable and accounts receivable records; and maintenance of Jedediah's
fixed asset records. The services described in this Section 1.2 shall also be
provided by 503 Alberta at the request of Jedediah in connection with Jedediah's
preparation of any required filings with the Securities and Exchange Commission
pursuant to United States securities laws. The services described in this
Section 1.2 shall be provided by 503 Alberta until terminated pursuant to the
provisions of Section 6.3 hereof.

    


             1.3.     CORPORATE
RECORD-KEEPING SERVICES. 503 Alberta shall assist in maintaining all accounting
records relating to Jedediah, until such time as such records shall be disposed
of in accordance with applicable legal requirements and 503 Alberta's normal
record disposition policies.

    


             1.4.     DIRECTOR
SERVICES. Jedediah shall remit to 503 Alberta all director and other fees which
become payable pursuant to this Agreement.

    


    ARTICLE
II

    


    SECTION
2.        ADDITIONAL
SERVICES.

    


             2.1     Beginning
on such date or dates subsequent to the Effective Date as are mutually agreed to
in writing by the parties, 503 Alberta will provide or otherwise make available
to Jedediah such services in addition to those described in Section 1 hereof as
are reasonably requested by Jedediah, subject in each case to the parties'
agreement to financial consideration and other terms. In the event that Jedediah
desires to avail itself of any of such additional services, the parties shall
negotiate in good faith to reach agreement on the scope and term of such
services. When and if an agreement is reached, the parties shall prepare an
appropriate schedule or addendum to this Agreement, in which the nature, scope
and quality of such services is described in detail. Each such addendum shall be
executed on behalf of each party hereto, shall be effective as of its date and
shall, upon such effective date, be incorporated into and made an integral part
of this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    ARTICLE
III

    


    SECTION
3.        REIMBURSEMENT OF
EXPENSES.

    


    
      	
              3.1  

            	
              In
      connection with the Management Services pursuant to Section1 hereof and
      Additional Services pursuant to Section 2 hereof, Jedediah shall reimburse
      503 Alberta for any and all expenses or costs ("Charges") incurred or paid
      by 503 Alberta on behalf of Jedediah in the performance of any of its
      responsibilities under this Agreement (including an appropriate allocation
      of overhead and general and administrative
  costs).

            


    

    


    
      	
              3.2  

            	
              Unless
      503 Alberta and Jedediah shall agree to a different  arrangement
      contrary to this Section 3(b), Jedediah shall pay to 503 Alberta a fee
      for  Management Services and Additional Services in an amount
      equal  to One Thousand Dollars ($1,000) per
    month.

            


    

    


    
      	
              3.3  

            	
              The
      Charges and Fees shall be billed and payment shall be made to 503 Alberta
      in U.S. Dollars.

            


    

    


    
      	
              3.4  

            	
              Jedediah
      shall also pay any applicable sales or use taxes payable with respect to
      the Charges and the Fees.

            


    

    


    
      	
              3.5  

            	
              503
      Alberta shall, as and when necessary, prepare all applications, reports,
      statements and other documents showing the Charges, Fees and the related
      costs and expenses incurred or paid by 503 Alberta on behalf of Jedediah
      in the performance of any of its responsibilities under this
      Agreement.

            


    

    


    
      	
              3.6  

            	
              To
      the extent that Jedediah is billed by an outside provider directly,
      Jedediah shall pay such bill directly. If 503 Alberta is billed by outside
      providers for services performed for Jedediah pursuant to this Agreement,
      503 Alberta may pay the bill and charge Jedediah the amount of the bill or
      forward the bill to Jedediah for payment by Jedediah. A Fee will be
      payable on all amounts paid in connection with services related to 503
      Alberta's responsibilities hereunder, regardless of whether 503 Alberta or
      Jedediah paid such amounts;
provided.

            


    

    


    ARTICLE
IV

    


    SECTION
4.        PAYMENT OF FEES.

    


    
      	
              4.1  

            	
              Amounts
      payable by Jedediah for services provided by 503 Alberta under this
      Agreement shall be payable from and after the first day of the month
      following the month in which the Effective Date occurs. Thereafter, such
      amounts shall be paid monthly after the first day of the month following
      the month in which the services were
provided.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
V

    


    SECTION
5.        DISCLAIMER, LIMITED
LIABILITY.

    


    
      	
              5.1  

            	
              503
      Alberta will use reasonable efforts to make the Management Services
      available (and, if it agrees to provide the Additional Services,
      Additional Services) with substantially the same degree of care as it
      employs in making the same services available for its own operations;
      provided, however, that 503 Alberta shall not be liable to Jedediah or any
      other person  for any loss, damage or expense which may result
      therefrom or from any change in the manner in which 503 Alberta renders
      such services, so long as 503 Alberta deems such change necessary or
      desirable in the conduct of its own operations.Neither 503 Alberta or its
      agents who provide services to Jedediah shall not be liable to Jedediah or
      to any third party, including any governmental agency or Jedediah's
      stockholders, for any claims, damages or expenses relating to the
      Management Services (and, if it agrees to provide the Additional Services,
      Additional Services) provided pursuant to this Agreement, except for
      willful malfeasance, bad faith or gross negligence in the performance of
      their duties or reckless disregard of their obligations and duties under
      the terms of this Agreement. Jedediah shall have the ultimate
      responsibility for all services provided
herein.

            


    

    


    ARTICLE
VI

    


    SECTION
6.        TERM AND
TERMINATION.

    


    
      	
              6.1  

            	
              TERM.
      Except as provided in Section 6.2 hereof, the initial term of this
      Agreement shall commence on the Effective Date and continue on a month to
      month basis. This Agreement shall automatically renew at the end of the
      initial month for successive one-month terms until terminated in
      accordance with Section 6.3 hereof.

            


    

    


    
      	
              6.2  

            	
              TERMINATION
      UPON CERTAIN EVENTS. Upon the effective date of a Prospectus offering of
      Jedediah's common stock pursuant to the Securities Act of 1933, as
      amended, the Management Services provided under Sections 1.10 and 1.11
      shall no longer be provided by 503 Alberta, and this Agreement will
      terminate with respect to the provision of such services. Notwithstanding
      the foregoing, such termination shall not cancel Jedediah's obligation to
      remit payment to 503 Alberta, pursuant to Sections 3 and 4 hereof, for the
      provision of such services in the monthly period prior to the closing of
      the initial public offering.

            


    

    


    
      	
              6.3  

            	
              TERMINATION
      GENERALLY. This Agreement or any Management Service specified in Section 1
      hereof may be terminated by either party to this Agreement at anytime on
      30 days' prior notice to the other party, or of other prior notice agreed
      to by the parties.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              6.4  

            	
              TERMINATION
      OF SPECIFIC SERVICES. Specific services provided hereunder may be
      terminated, or shall expire, as described in Section 1 hereof or in any
      schedule or addendum hereto. If and to the extent that 503 Alberta incurs
      expenses in connection with and resulting from termination of any specific
      services provided hereunder, Jedediah shall reimburse 503 Alberta for such
      costs or expenses promptly upon receipt of an itemized account
      thereof

            


    

    


    
      	
              6.5  

            	
              POST-TERMINATION
      SERVICES. In the event of termination of this Agreement, or a service
      provided hereunder, pursuant to Section 6.3 hereof, 503 Alberta shall be
      required at Jedediah's option to continue to provide the terminated
      services of the type then being provided to Jedediah during the one-month
      period referred to in Section 6.3 hereof and, whether or not Jedediah
      requests continuation of such services, Jedediah shall continue to pay 503
      Alberta the costs of such services for such one-month period. Subsequent
      to such one-month period, or in the event of termination of this Agreement
      pursuant to Section 6.3, corporate administrative services of the kind
      provided under the Agreement may continue to be provided to Jedediah on an
      as-requested basis by Jedediah, in which event Jedediah shall be charged
      by 503 Alberta a fee pursuant to Section 3  and Section 4 of
      this Agreement.

            


    

    


    ARTICLE
VII

    


    SECTION
7         OTHER ACTIVITIES OF 503
Alberta.

    


    
      	
              7.1  

            	
              Jedediah
      hereby recognizes that 503 Alberta now renders and may continue to render
      management and other services to other clients that may or may not have
      policies and conduct activities similar to those of Jedediah. 503 Alberta
      shall be free to render such advice and other services, and Jedediah
      hereby consents thereto. 503 Alberta shall devote so much of its time and
      attention to the performance of its duties under this Agreement as it
      deems reasonable or necessary to perform the services required hereunder
      in a manner consistent with that in which such services have been
      performed by 503 Alberta in the
past.

            


    

    


    ARTICLE
VIII

    


             8.1      NOTICES.
All notices and other communications hereunder shall be in writing and shall be
delivered by hand or mailed by registered or certified mail (return receipt
requested) or transmitted by facsimile to the parties at the addresses of each
party written above (or at such other addresses for a party as shall be
specified by like notice) and shall be deemed delivered upon personal delivery,
upon actual receipt or on the third business day after deposit in the
mail.

    


             8.2.     FORCE
MAJEURE. Neither party shall be in default of this Agreement or liable to the
other party for any delay or default in performance where occasioned by any
cause of any kind or extent beyond its control, including but not limited to,
armed conflict or economic dislocation resulting therefrom; embargoes; shortages
of labor, raw materials, production facilities or transportation; labor
difficulties; civil disorders of any kind; action of any civil or military
authorities (including priorities and allocations); fires; floods; and
accidents. The dates on which the obligations of a party are to be fulfilled
shall be extended for a period equal to the time lost by reason of any delay
arising directly or indirectly from:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


             (a)      Any
of the foregoing causes, or

    


             (b)      Inability
of that party, as a result of causes beyond its reasonable control, to obtain
instruction or information from the other party in time to perform its
obligations by such dates.

    


             8.3.     ENTIRE
AGREEMENT. This Agreement constitutes the entire understanding between the
parties with respect to the subject matter hereof and all prior agreements or
understandings shall be deemed merged herein. No representations, warranties and
certifications, express or implied, shall exist as between the parties except as
stated herein.

    


             8.4.     AMENDMENTS.
No amendments, waivers or modifications hereof shall be made or deemed to have
been made unless in writing executed by the party to be bound
thereby.

    


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

    


             8.6.     COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and all of which when taken
together shall constitute this Agreement.

    


             8.7.     SUCCESSORS
AND ASSIGNS. This Agreement shall not be assignable, in whole or in part,
directly or indirectly, by any party hereto without the prior written consent of
the other party hereto, and any attempt to assign any rights or obligations
arising under this Agreement without such consent shall be void. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

    


             8.8.     GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the
laws of the Province of Alberta.

    


             8.9.     NO
THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the
parties hereto and should not be deemed to confer upon third parties any remedy,
claim, liability, reimbursement, claim of action or other right in excess of
those existing without reference to this Agreement.

    


              IN
WITNESS WHEREOF, the parties hereto have caused this Corporate Management
Services Agreement to be executed, effective as of the date first written
above.

    


    


    Jedediah
Resources Corp.

    


    


    Per: 
/s/ Ola S.
Juvkam-Wold

    Ola S.
Juvkam-Wold, Pres. & CFO

    


     

    Per:
/s/ Ola S.
Juvkam-Wold

            1202503
Alberta Ltd.

           Ola
S. Juvkam-Wold, Director