Corporate Management Services Agreement between 503 Alberta and Jedediah Resources Corp

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.

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.

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.

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.

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.

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.