managmagreement.htm


    MANAGEMENT
AGREEMENT

    


    THIS MANAGEMENT
AGREEMENT (the "Agreement") is dated for
reference the 29th day of April, 2008.

    


     

     

     

    
       

      
        	 	 BETWEEN	 
	 	

                Dana
      Resources

                Pushinska
      20-3

                Kiev,
      Ukraine

              	
                (the
      "Company")

              
	 	 	 
	 	 	 
	 	 AND	 
	 	
                           Len
      De Melt

                       
      810 Malecon Cisneros

                                
      Miraflores, Lima 18, Peru

              	
                 (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 management 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
      hereby appoints the Executive to undertake the duties and exercise the
      powers of President, Secretary, Treasurer, Chief Executive Officer, Chief
      Financial Officer and Principal Accounting Officer of the Company, and the
      Executive hereby accepts such offices on the terms and conditions set
      forth in this Agreement.

            


    

    


    2.   Term
and Termination

    


    
      	
              2.1

            	
              The
      Executive’s appointment shall commence effective April 29,
      2008.

            


    

    


    
      	
              2.2

            	
              Either the
      Company or the Executive May terminate this Agreement at any time and for
      any reason by providing thirty (30) days written notice to the other
      party.

            


    

    


    3.   Compensation

    


    
      	
              3.1

            	
              The Executive
      shall receive US$5,000 per month as compensation for his services, payable
      at the end of each month, commencing in May,
  2008.

            


    

    



    
      
        
           

        

         


      

      
        -1-

        
          

        

      

      
         


      

    


    4. 
Authority

    


    
      	
              4.1

            	
              The Executive
      shall have, subject 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), including the power
      and authority to enter into contracts, engagements or commitments of any
      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 than officers of the Company, provided always that no
      contract shall be made which might involve the Company in an expenditure
      exceeding ten thousand dollars (US$10,000) without the approval of the
      Board of Directors.

            


    

    


    
      	
              4.2

            	
              The Executive
      shall conform to all lawful instructions and directions given to him 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 agrees that:

    


    
      	
               
      

            	
              (a)

            	
              during the
      term of this Agreement he 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 twelve (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 twelve (12)
      months preceding such termination.

            


    

    


    6. 
Confidential Information

    


    
      	
              6.1

            	
              The Executive
      acknowledges that as the President, Secretary, Treasurer, Chief Executive
      Officer, Chief Financial Officer, Principal Accounting Officer and in any
      other position the Executive may hold, he will acquire information about
      certain matters and things which are confidential to the Company (the
      “Confidential
      Information”).  Such Confidential Information is the
      exclusive property of the Company, and includes, but is not limited
      to:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the names and
      locations of certain mining
properties;

            


    

    


    
      	
               
      

            	
              (b)

            	
              trade
      secrets; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              information
      concerning the business operations or financing of the Company, including
      information furnished either to the Company or by the Company to its
      agents, representatives (including lawyers, accountants and financial
      advisors) or employees which contains or reflects information which is
      either non-public, confidential or proprietary in
  nature.

            


    

    


    
      	
              6.2

            	
              The Executive
      acknowledges that disclosure of the Confidential Information may cause
      significant damage and harm to the Company.  Accordingly, the
      Executive undertakes not to disclose the Confidential Information to any
      third party either during the term of this Agreement (except as may be
      necessary in furtherance of the Executive’s duties under this
      Agreement), or following the termination of this Agreement without the
      written permission of the Board of Directors of the
      Company.

            


    


    
      
        
           

        

         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    


    7. 
Company’s Property

    


    
      	
              7.1

            	
              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, upon 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 hereby waives any and all moral rights that May be associated
      with such works.

            


    

    


    8.  Assignment
of Rights

    


    
      	
              8.1

            	
              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.

            


    

    


    9. 
Notices

    


    
      	
              9.1

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

            


    

    


    
      	
              9.2

            	
              Any notice
      required or permitted to be given to the Company shall be sufficiently
      given if sent 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.

            


    

    


    10. Severability

    


    
      	
              10.1

            	
              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.

            


    

    


    
      	
              11.

            	
              Modification

            


    

    


    
      	
              11.1

            	
              This
      Agreement may not be modified unless in writing and signed by the parties
      hereto.

            


    

    


    
      	
              12

            	
              Counterparts

            


    

    


    
      	
              12.1

            	
              This
      Agreement may be signed in counterparts, each of which so signed shall be
      deemed to be an original, and all such counterparts together shall
      constitute one and the same
instrument.

            


    

    



    
      
        
           

        

         


      

      
        -3-

        
          

        

      

      
         


      

    


    
      	
              13.

            	
              Entire
      Agreement

            


    

    


    
      	
              13.1

            	
              This
      Agreement constitutes the entire agreement between the parties and there
      are no additional representations, warranties, covenants or agreements,
      express or implied, other than as expressly set forth
    herein.

            


    

    


    14.  Countersignatures

    


    
      	
              14.1

            	
              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.

    


    


    


    Dana
Resources

    


    /s/Yuri
Semenov

    Yuri Semenov

    Authorized
Signatory

    


    


    


    Executive

    


    


    /s/Len
De Melt

    Len De
Melt

    



    
      
        
           

        

         


      

      
        -4-