Filed by Automated Filing Services Inc. (604) 609-0244 - Hemis Corporation - Exhibit 10.5






Management Agreement

THIS MANAGEMENT AGREEMENT (the "Agreement") effective as
of the 1st day of May, 2005.

BETWEEN

HEMIS
CORPORATION
Neuhofstrasse 8 
8600 Dübendorf 
Switzerland

(the "Company")

AND

NORMAN
MEIER
Bordackerstrasse 62 
8610 Uster 
Switzerland

(the “Executive”)

WHEREAS:

	A 	
      The Company is engaged in the acquisition of mining
      rights and the exploration of mining properties; and

	 	 
	B 	
      The Company and the Executive have agreed to enter into a
      consulting agreement for their mutual benefit.



THIS AGREEMENT WITNESSES that the parties have agreed
that the terms and conditions of the relationship shall be as follows:

	1 	
      Duties

	 	 
	1.1 	
      The Company appoints the Executive to undertake the
      duties and exercise the powers as President and Chief Executive
      Officer of the Company, as may be requested of the Executive by
      the Company, and in the other offices to which the Executive may be
      appointed by the subsidiary companies of the Company, and the Executive
      accepts the office, on the terms and conditions set forth in this
      Agreement.

	 	 
	2 	
      Term

	 	 
	2.1 	
      The Executive’s appointment shall commence with effect
      from May 1, 2005 and shall continue until terminated in accordance with
      the provisions of clause 7 of this Agreement.

	 	 
	3 	
      Compensation

	 	 
	3.1 	
      The fixed remuneration of the Executive for his or her
      services shall be at the rate of US$10,000 per month commencing May 1,
      2005, payable at the beginning of each month.

	 	 
	3.2 	
      As further compensation for the Executive’s services, the
      Company will grant the Executive a stock option to purchase up to
      5,000,000 common shares at a price of US$0.001 per share, exercisable for
      a period ending five years after the date of granting of the
  option.

	 	 
	4 	
      Authority

	 	 
	4.1 	
      The Executive shall have, subject always to the general
      or specific instructions and directions of the Board of Directors of the
      Company, full power and authority to manage and direct the business and
      affairs of the Company (except only the matters and duties as by law must
      be transacted or performed by the Board of Directors or by the
      shareholders of the Company in general meeting), including power and
      authority to enter into contracts, engagements or commitments of every
      nature or kind in the name of and on behalf of the Company and to engage
      and employ and to dismiss all managers and other employees and agents of
      the Company other







— 2 —

		
      than officers of the Company, provided always that no
      contract shall be made which might involve the Company in an expenditure
      exceeding US$200,000 without the approval of the Board of
  Directors.

	 	 	 
	4.2 	
      The Executive shall conform to all lawful instructions
      and directions given to the Executive by the Board of Directors of the
      Company, and obey and carry out the Bylaws of the Company.

	 	 	 
	5 	
      Non-solicitation

	 	 	 
	5.1 	
      The Executive also agrees that:

	 	 	 
		(a) 	
      during the term of this Agreement he or she will not hire
      or take away or cause to be hired or taken away any employee of the
      Company; and

	 	 	 
		(b) 	
      for a period of 12 months following the termination of
      this agreement, the Executive will not hire or take away or cause to be
      hired or taken away any employee who was in the employ of the Company
      during the 12 months preceding such termination.

	 	 	 
	6 	
      Confidential Information

	 	 	 
	6.1 	
      The Executive acknowledges that as the President and
      Chief Executive Officer and in any other position as the Executive may
      hold, he or she will acquire information about certain matters and things
      which are confidential to the Company, and which information is the
      exclusive property of the Company, including:

	 	 	 
		(a) 	
      names and locations of certain mining
  properties;

	 	 	 
		(b) 	
      trade secrets; and

	 	 	 
		(c) 	
      confidential information concerning the business
      operations or financing of the Company.

	 	 	 
	6.2 	
      The Executive acknowledges that the information referred
      to in clause 6.1 could be used to the detriment of the Company.
      Accordingly, the Executive undertakes not to disclose same to any third
      party either during the term of this Agreement (except as may be necessary
      in the proper provision of the Executive’s services under this Agreement),
      or after the termination of this Agreement, except with the written
      permission of an officer of the Company.

	 	 	 
	7 	
      Termination

	 	 	 
	7.1 	
      Either the Company or the Executive may terminate this
      Agreement at any time, provided that 14 days’ notice has been delivered by
      the party terminating the Agreement.

	 	 	 
	8 	
      Company’s Property

	 	 	 
	8.1 	
      The Executive acknowledges that all items of any and
      every nature or kind created or used by the Executive pursuant to this
      Agreement, or furnished by the Company to the Executive, and all
      equipment, automobiles, credit cards, books, records, reports, files,
      diskettes, manuals, literature, confidential information or other
      materials, shall remain and be considered the exclusive property of the
      Company at all times and shall be surrendered to the Company, in good
      condition, promptly at the request of the Company, or in the absence of a
      request, on the termination of this Agreement. The Executive hereby
      assigns any and all copyright to the Company on all literary and other
      artistic works created for the benefit of the Company towards which the
      Executive contributes, and the Executive waives any and all moral rights
      that may be associated with such works.

	 	 	 
	9 	
      Assignment of Rights

	 	 	 
	9.1 	
      The rights which accrue to the Company under this
      Agreement shall pass to its successors or assigns. The rights of the
      Executive under this Agreement are not assignable or transferable in any
      manner.







— 3 —

	10 	
      Notices

	 	 
	10.1 	
      Any notice required or permitted to be given to the
      Executive shall be sufficiently given if delivered to the Executive
      personally or if mailed by registered mail to the Executive’s address last
      known to the Company, or if delivered to the Executive via
    facsimile.

	 	 
	10.2 	
      Any notice required or permitted to be given to the
      Company shall be sufficiently given if mailed by registered mail to the
      Company’s head office at its address last known to the Executive, or if
      delivered to the Company via facsimile.

	 	 
	11 	
      Severability

	 	 
	11.1 	
      In the event that any provision or part of this Agreement
      shall be deemed void or invalid by a court of competent jurisdiction, the
      remaining provisions or parts shall be and remain in full force and
      effect.

	 	 
	12 	
      Countersignatures

	 	 
	12.1 	
      This Agreement may be signed in counterparts, each of
      which so signed shall be deemed to be an original (and each signed copy
      sent by electronic facsimile transmission shall be deemed to be an
      original), and such counterparts together shall constitute one and the
      same instrument and notwithstanding the date of execution, shall be deemed
      to bear the date as set forth above.



IN WITNESS WHEREOF this Agreement has been executed by
the parties to it, the day, month and year first written.

HEMIS CORPORATION 
by its authorized signatory

 

/s/ Bruno
Weiss                                              
Bruno
Weiss
Chief Financial Officer & Secretary

 

Executive:

 

/s/ Norman
Meier                                             

Norman Meier