Golden Queen Mining Co. Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com






AMENDMENT TO MANAGEMENT AGREEMENT 

THIS AGREEMENT is effective as of the
31st day of May, 2010; 

BETWEEN: 

		GOLDEN QUEEN MINING CO. LTD., a
      company duly incorporated under the laws of the Province of British
      Columbia, having its Registered and Records Office at #1200 - 750 West
      Pender Street, Vancouver British Columbia, V6C 2T8 	
	 	  	 
	 	(the “Company”) 	 


OF THE FIRST PART 

AND: 

		H. LUTZ KLINGMANN,
      President of the Company, residing at 6411 Imperial Avenue, West
      Vancouver, British Columbia, V7W 2J5 	
	 	 	 
	 	(the "Contractor") 	 


OF THE SECOND PART 

WHEREAS the Company and the Contractor wish to amend the
management agreement entered into between them and dated the 11th day
of March 2004 (the “Management Agreement”). 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and mutual covenants and conditions herein
contained, and for the continued efforts of the Contractor, the parties hereto
covenant and agree, as follows: 

	1. 	
      The Company and the Contractor hereby agree that the
      Management Agreement is hereby amended as follows:

	 	 	 
		a. 	
      Section 5 of the Management Agreement is hereby
      deleted and replaced with the following:

	 	 	 
			
      This Agreement shall be for a term of 36 months and shall
      automatically renew for 24 month periods unless terminated in accordance
      with the termination provisions herein.

	 	 	 
		b. 	
      Section 6 of the Management Agreement is hereby
      deleted and replaced with the following:

	 	 	 
			
      This Agreement may be terminated by the Contractor by the
      giving of sixty (60) days notice to the Company (the “Contractor
      Notice”). In the event the Contractor gives the Contractor Notice
      within 12 months following a Change of Control, as defined below, the
      Contractor will be entitled to receive from the Company a lump sum
      termination fee equal to three (3) times the Contractor’s annual
      compensation paid by the Company to the Contractor pursuant to this
      Agreement for the latest completed calendar year (the “Annual
      Payment”). In all other cases where the Contractor Notice is provided,
      the Contractor will be entitled to receive a termination bonus equal to
      one (1) time the Annual Payment. In the event the
Contractor provides the Contractor Notice the Contractor agrees to provide
reasonable assistance with an orderly transition of duties of the Contractor to
persons designated by the Company. The Company agrees to pay the foregoing
termination fee or termination bonus, as applicable, within fifteen (15)
calendar days following the end of the sixty (60) day notice period. 








For the purposes of this section,
“Change of Control” means: 

	 	(i) 	
      the direct or indirect acquisition at or above the
      Threshold Price in any manner of voting shares of the Company and/or
      securities exchangeable, exerciseable or convertible into voting shares of
      the Company, by a person, group of persons or persons acting jointly (in
      each case the “Holder”) which would entitle the Holder to cast more
      than 50% of the votes attaching to all of the shares of the Company which
      may be cast to elect directors of the Company, assuming full exchange,
      exercise and conversion of convertible securities held by the
    Holder;

	 	 	 
	 	(ii) 	
      the closing of an amalgamation, arrangement, merger or
      other combination or exchange of securities of the Company with another
      company or the shareholders of another company, which results in the
      shareholders of the Company immediately thereafter owning shares of the
      successor company entitling them to cast less than 40% of the votes
      attaching to all of the shares in the capital of the successor company
      which may be cast to elect directors of that company;

	 	 	 
	 	(iii) 	
      a sale of all or substantially all of the Company’s
      assets (which for the purposes hereof includes the sale of all or
      substantially all of the assets of a material subsidiary of the Company);
      or

	 	 	 
	 	(iv) 	
      a transaction or process similar to those described in
      (i) – (iii) above.




	 		
      For the purposes of the (i) and (ii) above, the Threshold
      Price means CAD$1.00 per voting share of the Company as such shares are
      presently constituted, and subject to adjustment in the event of a
      Transaction (as defined in section 11).

	 	 	 	 
	 	c. 	
      Section 7 of the Management Agreement is hereby
      deleted and replaced with the following:

	 	 	 	 
	 		
      This Agreement may be terminated by the Company upon
      notice to Contractor for “just” cause” which includes one or more of the
      following acts of the Contractor:

	 	 	 	 
	 		(a) 	
      commits a material breach of a provision of this
      Agreement;

	 	 	 	 
	 		(b) 	
      is unable or unwilling to perform the duties under this
      Agreement;

	 	 	 	 
	 		(c) 	
      commits fraud or serious neglect or misconduct in the
      discharge of his duties hereunder;

	 	 	 	 
	 			
      or

	 	 	 	 
	 		(d) 	
      becomes bankrupt or makes any arrangement or compromise
      with his creditors.



For the purposes of this Agreement,
the term “just cause” shall mean the legal test for dismissal of an employee as interpreted by the Supreme
Court of British Columbia.

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	 	d. 	
      Section 8 of the Management Agreement is hereby
      deleted and replaced with the following:

	 	 	 
	 		
      This Agreement may be terminated by the Company without
      cause on providing the Contractor sixty (60) days written notice (the
      “Company Notice”). In the event the Company provides the Company
      Notice to the Contractor, the Contractor will be entitled to receive a
      termination fee equal to one (1) times the Annual Payment in the event the
      30 day VWAP on the date of the Company Notice is below the Threshold Price
      and otherwise a termination fee equal to three (3) times the Annual
      Payment. The Company agrees to pay the foregoing termination fee within
      fifteen (15) calendar days following the end of the sixty (60) day notice
      period.

	 	 	 
	 	e. 	
      Section 11 of the Management Agreement is hereby
      deleted and replaced with the following:

	 	 	 
	 		
      The Company agrees to issue common shares of the Company
      as a bonus to the Contractor as follows:





		(a) 	(i) 	Upon receipt by the Company of a bankable
      feasibility study and the decision to place the Property into commercial
      production, a performance bonus of 150,000 common shares; and
	 	  	  	  
			(ii) 	Upon commencement of commercial production on
      the property, a performance bonus of 150,000 common shares; or 
	 	  	  	  
		(b) 	In the event of a Change of Control
      at or above the Threshold Price, a performance bonus of 300,000 common
      shares; or 
	 	  	  	  
		(c) 	In the event of a Change of Control
      at or above 150% of the Threshold Price, a performance bonus of 600,000
      common shares. 
	 	  	  	  
	 	  	(each hereinafter referred to as the
      “Performance Shares”) 


For the purposes of the foregoing, the
Performance Shares mean common shares of the Company as constituted on the date
of this Agreement. The obligation of the Company to issue the Performance Shares
is subject to the Company having sufficient authorized share capital in order to
issue the Performance Shares.

The Contractor hereby acknowledges
that the Company is currently contemplating a private placement equity financing
which, if completed, will result in the Company having insufficient authorized
share capital to issue the Performance Shares. 

In the event the Company conducts or
participates in a transaction, reorganization, or capital change (each a
“Transaction”) affecting the shareholders of the Company or the common
shares of the Company, the Contractor shall in all cases be entitled to receive
any securities or consideration resulting from such Transaction as if the
Contractor were the holder of record of the Performance Shares on the record
date and/or the closing date of such Transaction provided that such securities
or consideration shall be issued or paid to Contractor only if Contractor would
otherwise be entitled to receive Performance Shares pursuant to this Section 11.

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      In the event of a Change of Control transaction where the
      holders of the common shares of the Company are entitled to receive any
      securities or other consideration pursuant to such Change of Control
      transaction, the Contractor will receive such securities or other
      consideration in lieu of the Performance Shares that the Contractor would
      otherwise be entitled to pursuant to this Section 11, as if the Contractor
      were the holder of record of the Performance Shares on the record date
      and/or the closing date of such Change of Control transaction.

	 	 	 
	 		
      The Company agrees to include in any agreement entered
      into by the Company in connection with a Change of Control transaction or
      a Transaction a provision requiring any third party to comply with this
      Agreement, including the adjustment provisions herein.

	 	 	 
	 		
      If any issuance of securities pursuant to this section
      would contravene any provision of law, regulation or policy of a stock
      exchange, then the Contractor shall receive the fair market value of such
      securities, determined as at the time such securities are otherwise
      payable, in cash in lieu of receiving the securities.

	 	 	 
	 		
      This section shall apply to successive Transactions. The
      obligation to issue the Performance Shares, and any securities or
      consideration in lieu thereof due to one or more Transactions, pursuant to
      this section shall survive the termination of this Agreement for a period
      of five (5) years from the termination date.

	 	 	 
	 	f. 	
      Section 11.1 is hereby added to the Management
      Agreement as follows:

	 	 	 
	 		
      The parties agree that the Contractor is not an employee
      of the Company and, as such, the Company shall be no deductions for any
      statutory withholdings such as income tax, Canada Pension Plan,
      Unemployment Insurance or Worker’s Compensation, or equivalent provisions
      in any foreign jurisdiction in which the Contractor may be resident or in
      which the Contractor may be performing the services pursuant to this
      Agreement. The Contractor agrees to pay all income taxes, and make and
      remit all statutory withholdings as may be required by it in respect of
      the compensation paid to the Contractor pursuant to this Agreement. The
      Contractor hereby agrees to indemnify the Company from any loss or expense
      that the Company may incur or realize as a result of having to pay any
      taxes, statutory withholdings, interest and penalties in respect of the
      Contractor’s compensation pursuant to this Agreement.

	 	 	 
	 	g. 	
      Section 17 of the Management Agreement is hereby
      deleted and replaced with the following:

	 	 	 
	 		
      In the event the issuance of the Performance Shares
      referred to in 11(c) of the Management Agreement, as amended hereby,
      requires approval by the Toronto Stock Exchange, the Company shall take
      all reasonable and necessary steps to obtain such
  approval.





	2. 	
      Other than as amended by this amendment agreement, all
      other provisions of the Management Agreement shall remain in full force
      and effect.



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IN WITNESS WHEREOF the Company and the Contractor have
executed this Agreement as of the day, month and year first above written. 

GOLDEN QUEEN MINING CO. LTD. 

Per: 

       /s/ Golden Queen Mining
Co. Ltd. 
       Authorized Signatory 

	Executed by H. LUTZ KLINGMANN in the
    	 	) 
	presence of: 	 	) 
	  	 	) 
	  	 	) 
	  	 	) 
	Signature 	 	)    /s/ H. Lutz Klingmann
      
	  	 	)    H. LUTZ KLINGMANN
  
	  	 	) 
	  	 	) 
	Print Name 	 	) 


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MANAGEMENT AGREEMENT 

THIS AGREEMENT is effective as of the 11th day of March,
2004; BETWEEN: 

		GOLDEN QUEEN MINING CO. LTD., a
      company duly incorporated under the laws of the Province of British
      Columbia, having its Registered and Records Office at #1200 - 750 West
      Pender Street, Vancouver British Columbia, V6C 2T8 	
	 	  	 
	 	(the “Company”) 	 


OF THE FIRST PART 

AND: 

	 	H. LUTZ KLINGMANN,
      President of the Company, residing at 	 
	 	6411 Imperial Avenue, West Vancouver, British
      Columbia, V7W 2J5 	 
	 	 	 
	 	(the "Contractor") 	 


OF THE SECOND PART 

WHEREAS: 

	A. 	
      The Company is listed on the Toronto Stock Exchange
      (“TSX”) and is involved in the business of developing an open pit,
      gold-silver heap leach operation on its Soledad Mountain property, which
      is located in southern California (the “Property”);

	 	 
	B. 	
      The Company desires to retain the Contractor to look
      after the management of the Company and the Contractor has agreed to
      manage the affairs of the Company pursuant to the terms of this
      Agreement.



NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and mutual covenants and conditions herein
contained, the parties hereto covenant and agree, as follows: 

Duties of the Contractor 

	1. 	
      The Contractor shall act as chief operating officer and
      have overall management responsibilities for the operations of the Company
      pursuant to the terms and conditions of this Agreement.

	 	 
	2. 	
      The Contractor shall provide the following services to
      the Company:








	 	(a) 	
      management of the day to day affairs of the Company and
      coordination of management of the day to day affairs of any
    subsidiary;

	 	 	 	 
	 	(b) 	
      liaising with the Company's auditors, accountants and
      lawyers, consulting engineers and other professionals;

	 	 	 	 
	 	(c) 	
      applying the Contractor's geological and engineering
      expertise to:

	 	 	 	 
	 		(i) 	
      bring the Property to a stage that a commercial
      production decision can be made;

	 	 	 	 
	 		(ii) 	
      on a favourable decision, place the Property into
      commercial production; and

	 	 	 	 
	 		(iii) 	
      manage the mining operations of the Company once the
      Property is in commercial production.




	 	(d) 	
      developing financial plans to secure financing to place
      the Property into commercial production.

	 	 	 
	 	(e) 	
      negotiating and concluding, at the direction of the Board
      of Directors, acquisitions of resource properties having the potential for
      commercial mineral production;

	 	 	 
	 	(f) 	
      assisting the chief financial officer with all proposed
      corporate financings of the Company, including initiation of proposed
      financings as required from time to time to carry out those matters
      referred to in clauses (d) and (e); and

	 	 	 
	 	(g) 	
      co-ordinating with the chief financial officer the
      dissemination of information about the Company to the public and to
      shareholders of the Company.




	3. 	
      The Contractor agrees that he shall, during the
      continuance of this Agreement, provide sufficient time to the business of
      the Company, and to any subsidiary of the Company, for the performance of
      the said services faithfully, diligently, to the best of his abilities and
      in the best interests of the Company.

	 	 
	4. 	
      The term subsidiary as used herein means any company or
      companies of which more than fifty per cent of the outstanding shares
      carrying votes at all times (provided that the ownership of such shares
      confers the right at all times to elect at least a majority of the Board
      of Directors of such company or companies) are for the time being owned by
      or held for the Company and/or any other company in like relation to the
      Company and include any company in like relation to the
  subsidiary.



Term of this Agreement 

	5. 	
      This Agreement shall be for a term of 36 months and shall
      successively renew for 24 month periods, unless the parties jointly agree
      otherwise.

	 	 
	6. 	
      This Agreement may be terminated by the Contractor,
      without cause, by the giving of sixty (60) days notice, unless a shorter notice period is agreed to
by both parties hereto. 



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	7. 	
      This Agreement may be terminated by the Company if there
      is "just cause" to do so, by the Company giving 120 days notice in writing
      to the Contractor with full reasons, which must include one or more of the
      following acts of the Contractor:

	 	 	 
		(a) 	
      commits a material breach of a provision of this
      Agreement;

	 	 	 
		(b) 	
      is unable or unwilling to perform the duties under this
      Agreement;

	 	 	 
		(c) 	
      commits fraud or serious neglect or misconduct in the
      discharge of his duties hereunder;

	 	 	 
			
      or

	 	 	 
		(d) 	
      becomes bankrupt or makes any arrangement or compromise
      with his creditors.




		
      For the purposes of this Agreement, the term "just cause"
      shall mean the legal test for dismissal of an employee as interpreted by
      the Supreme Court of British Columbia.

	 	 
	8. 	
      If the Company otherwise gives notice to the Contractor
      to terminate this Agreement (eg: where just cause cannot be established
      and the termination is prompted by a change in control of the Company),
      the Contractor shall be entitled to, and shall be immediately paid,
      without reservation or condition except agreement to terminate, a lump sum
      equal to the three month average amount paid to the Contractor for his
      services prior to the notice of termination, multiplied by twelve
    (12).



Compensation to the Contractor 

	9. 	
      For the Contractor's services under this Agreement, the
      Company shall pay the Contractor a fee In the amount of $60 per hour with
      no monthly maximum amount.

	 	 	 
	10. 	
      For the use of the Contractor’s office, equipment and
      out-of-pocket incidental expenses, the Company agrees to pay an additional
      amount of $5.00 per hour with no monthly maximum amount.

	 	 	 
	11. 	
      To issue up to 300,000 common shares of the Company as a
      bonus to the Contractor in the amounts set out below upon the achievement
      by the Company of the following:

	 	 	 
		(a) 	
      Upon receipt by the Company of a bankable feasibility
      study and the decision to place the Property into commercial production, a
      bonus of 150,000 common shares; and

	 	 	 
		(b) 	
      Upon commencement of commercial production on the
      property, a bonus of 150,000 common shares.



Restrictions on the Contractor 

	12. 	
      The Company is aware that the Contractor may provide
      management services to other companies and the Company recognizes that in
      such circumstances these companies will require a certain portion of the Contractor's time. The
      Company agrees that the Contractor may continue to provide services to
      such outside interests, provided that such interests do not conflict with
  his duties under this Agreement.



3





	13. 	
      The Contractor shall not, except as authorized or
      required by his duties, reveal or divulge to any person or companies any
      of the trade secrets, secret or confidential operations, processes or
      dealings or any information concerning the organization, business,
      finances, transactions or other affairs of the Company or of its
      subsidiary which may come to his knowledge during the term of this
      Agreement and shall keep in complete secrecy all confidential information
      entrusted to him and shall not use or attempt to use any such information
      in any manner which may injure or cause loss either directly or indirectly
      to the Company's business or may be likely so to do. This restriction
      shall continue to apply after the termination of this Agreement without
      limit in point of time but shall cease to apply to information or
      knowledge which may come into the public domain.



Reporting by the Contractor 

	14. 	
      At least once in every month, the Contractor shall
      provide to each Director such information concerning the Company's
      businesses and activities for the previous month as the Directors may
      reasonably require.



General 

	15. 	
      This Agreement may not be assigned by any party except
      with the written consent of the other party hereto.

	 	 
	16. 	
      Time shall be of the essence of this Agreement.

	 	 
	17. 	
      This Agreement is subject to the acceptance of the
      TSX.

	 	 
	18. 	
      The parties hereto agree from time to time after the
      execution hereof to make, do, execute or cause or permit to be made, done
      or executed all such further and other lawful acts, deeds, things, devices
      and assurances in law whatsoever as may be required to carry out the true
      intention and to give full force and effect to this Agreement.

	 	 
	19. 	
      This Agreement embodies the entire agreement and
      understanding between the parties hereto and supersedes all prior
      agreements and undertakings, whether oral or written, relative to the
      subject matter hereof.

	 	 
	20. 	
      The following rules shall be applied in Interpreting this
      Agreement:




	 	(a) 	
      this Agreement shall enure to the benefit of and be
      binding upon each of the parties hereto and their respective successors
      and permitted assigns;

	 	 	 
	 	(b) 	
      if any provision of this Agreement or any part thereof
      shall be found or determined to be invalid it shall be severable from this
      Agreement and the remainder of this Agreement shall be construed as if such invalid provision or part
  has been deleted from this Agreement; and



4





	 	(c) 	
      this Agreement and all matters arising thereunder shall
      be governed by the laws of British Columbia and all disputes arising under
      this Agreement shall be referred to a court of British
  Columbia.





	21. 	
      Any notice, or instrument provided to be given hereunder
      shall be given in writing and be mailed, delivered or transmitted by
      facsimile to the other party at the address set out on page one. A party
      may give notice of any change of their respective address and the address
      of such party shall be deemed to be changed accordingly. Any notice, or
      Instrument if delivered or faxed shall be deemed to have been received on
      the day on which it was delivered or faxed, and if mailed, shall be deemed
      to have been received on the third business day following the day on which
      it was mailed, provided that if there shall be a postal strike, or labour
      dispute which may affect the delivery of the mail between the time of
      mailing and the actual receipt of notice then such notice shall only be
      effective if actually delivered.

	 	 
	22. 	
      The Contractor and the Company may execute this Agreement
      in two or more counterparts, and or by facsimile, each of which is deemed
      to be an original and all of which constitute one agreement, effective a
      of the date first above written.



IN WITNESS WHEREOF the Company and the Contractor have
executed this Agreement as of the day, month and year first above written. 

GOLDEN QUEEN MINING CO. LTD. 

Per: 

        /s/ Golden Queen
Mining Co. Ltd. 
        Authorized
Signatory 

	Executed by H. LUTZ KLINGMANN in the
    	 	) 	  
	presence of: 	 	) 	  
	  	 	) 	  
	  	 	) 	  
	  	 	) 	  
	Signature 	 	) 	/s/ H. Lutz Klingmann 
	  	 	) 	H. LUTZ KLINGMANN 
	  	 	) 	  
	  	 	) 	  
	Print Name 	 	) 	  


5