Unassociated Document


    


    22nd
      February 2007

    


    Dr
      Joseph
      Taylor

    Jalan
      Pengembak No 17D,

    Sanur,

    Denpasar

    Bali

    Indonesia

    


    Dear
      Joseph

    


    Employment
      Agreement - Managing Director

    


    This
      agreement is between PT Cendana Indopearls and yourself. It sets out the terms
      and conditions of your employment with the Company.

    


    
      	
              1

            	
              Definitions

            


    

    


    
      	 	
              1.1

            	
              “Agreement”
                means this Agreement as amended from time to
                time;

            


    

    
      	 	
              1.2

            	
              “Board”
                means the Board of Directors of PT Cendana
                Indopearls;

            


    

    
      	 	
              1.3

            	
              “Business
                Day” means a day on which banks are open for business in Indonesia
                excluding Saturday, Sunday and public
                holidays;

            


    

    
      	 	
              1.4

            	
              “the
                Company” means PT Cendana Indopearls, a company registered in the Republic
                of Indonesia;

            


    

    
      	 	
              1.5

            	
              The
                term Dollars ($) refers to Australian
                Dollars.

            


    

    


    
      	2	 	
              Duties
                and Responsibilities

            


    

    


    
      	 	
              2.1

            	
              You
                shall hold the position of Managing Director of the Company for the
                term
                of this Agreement as defined in clause 3.1, but this appointment
                shall be
                subject to you retaining your directorship of both the Company and
                its
                associate, Atlas South Sea Pearl Limited, in accordance with their
                respective constitutions. Your employment is at all times subject
                to the
                provisions of termination incorporated in this
                Agreement.

            


    


    
      
        
        

      

      
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              2.2

            	
              You
                shall, unless prevented by ill-health, devote the whole of your time
                during the business hours of the Company to the business of the Company
                and shall use your best endeavours to promote the interests and welfare
                of
                the Company.

            


    

    
      	 	
              2.3

            	
              As
                the Managing Director of the Company, you shall undertake such duties
                as
                the Board from time to time directs. You are also required to undertake
                the duties that are directed to you in terms of the management of
                the
                Company by the Board of Directors of Atlas South Sea Pearl Limited.
                You
                will be expected to carry out such hours of work as may from time
                to time
                be reasonably required to fulfil these duties which will be included
                in
                your normal hours of work.

            


    

    
      	 	
              2.4

            	
              Your
                duties and responsibilities are set out in the attached job description.
                Because the job description cannot be all encompassing, your
                responsibilities may extend beyond those listed in the attached job
                description.

            


    

     

    
      	3	 	Contract
              Term 


    

     

    
      	 	
              3.1

            	
              The
                Commencement Date of this Agreement shall be 1st
                January 2007.

            


    

    
      	 	
              3.2

            	
              The
                term of this Agreement will be three (3) years commencing from the
                Commencement Date. This term may be extended at the mutual written
                consent
                of both parties.

            


    

    
      	 	
              3.3

            	
              This
                Agreement will terminate three (3) years from the Commencement Date
                unless
                otherwise extended under clause 3.2 or at an earlier date as may
                be
                determined under clause 9.

            


    

    


    
      	4	 	
              Remuneration
                Package

            


    

    


    
      	 	
              4.1

            	
              You
                shall be entitled, by way of remuneration for services carried out
                under
                this Agreement, to an annual net salary of $156,000. The benefit
                shall be
                available in equal monthly instalments paid in arrears into such
                bank
                account or in such a manner as shall be nominated by you and agreed
                by the
                Company.

            


    

    
      	 	
              4.2

            	
              In
                addition to the remuneration paid above, you shall be entitled to
                the
                following allowances and benefits:

            


    

    
      	 	
              4.2.1

            	
              Travel
                and Accommodation:

            


      	 	 	You
              are entitled to a travel allowance of up to $12,000 per annum, which
              may
              be used for the purpose of airfares and accommodation for you and your
              family. The Company will be responsible for arranging and paying for
              this
              travel. Any unused portion of this allowance will not accrue as an
              entitlement from year to year.


    

    
      	 	
              4.2.2

            	
              Education
                Allowance

            


      	
            	 	This
              allowance is provided to assist you with the cost of education for
              Liam
              and Holly during the term of this contract. This allowance shall be
              capped
              at $25,000 per annum. 


      	 	
              4.2.3

            	
              Accommodation
                Allowance

            


      	 	 	Accommodation
              will be provided for you and your family by the company up to a limit
              of
              $15,000 per annum for the term of the contract. This will be paid for
              by
              the Company with all withholding taxes deducted and reported by the
              Company on your behalf. All bonds and other deposits that are required
              in
              relation to the rental of this premises will be paid by the Company
              and
              will be your responsibility to ensure that these are refunded at the
              end
              of the lease. Where it is appropriate, the premises that is rented
              by you
              shall be made available for the use of storage and other work related
              facilities.


    

     

    
      
        
        

      

      
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              4.2.4

            	
              The
                Company will pay for the use of a mobile telephone whilst your are
                working
                in Indonesia. Private telephone calls shall be kept to a minimum
                on this
                service.

            


    

    
      	 	
              4.2.5

            	
              Insurance
                will be provided for you and your family in relation to Travel, Medical
                expenses, Medical evacuation and Kidnap and Ransom. While you are
                in the
                employ of the Company, you will be covered by Workers Compensation
                (death
                and disability) and Personal Accident insurance. While you are a
                Director
                of the Company, you will be covered by Directors and Officers insurance
                for actions taken against you whilst acting in this
                capacity.

            


    

    
      	 	
              4.3

            	
              The
                remuneration paid to your for your services to the Company, including
                allowances, will be reviewed annually, commencing 12 months from
                the
                Commencement Date.

            


    

    


    
      	5	 	
              Additional
                entitlements

            


    

    


    
      	 	
              5.1

            	
              You
                shall be entitled to 36 days of leave per annum (including weekends
                and
                public holidays) and 10 days of sick leave per annum. Annual leave
                shall
                accrue up to a maximum of 60 days during the term of the
                Agreement.

            


    

    
      	 	
              5.2

            	
              The
                Company shall reimburse you for all reasonable out of pocket expenses
                incurred along with all reasonable travel and accommodation costs
                incurred
                by you in the course of carrying out your duties under this Agreement.
                You
                shall produce to the Company the proper documentation to verify such
                expenses for reimbursement

            


    

    


    
      	
              6

            	
              Restriction

            


    

    


    
      	 	
              6.1

            	
              You
                shall not be a party to the trading of any of the shares or other
                securities of Atlas South Sea Pearl Limited while you are in the
                possession of any market sensitive information about the Company’s
                business activities or operations. Any trading of the securities
                of Atlas
                South Sea Pearl Limited by you must be advised to the Company Secretary
                of
                Atlas South Sea Pearl Limited within five (5) days of this
                transaction.

            


    

    
      	 	
              6.2

            	
              If
                you cease employment with the Company for whatever reason, you may
                not
                solicit the services of any existing employees of the Company for
                the
                benefit of any subsequent employment or business venture that you
                may
                undertake without the express approval of the Board of the
                Company.

            


    


    
      
        
        

      

      
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              7

            	
              Confidentiality

            


    

    


    
      	 	
              7.1

            	
              You
                may not, except as authorised or required by your duties, divulge
                to any
                person whatsoever any of the trade secrets or confidential information,
                processes or dealings or any information concerning the organisation,
                business, finances, transactions or affairs of the Company or any
                associated entities which may come to your knowledge during the term
                of
                this Agreement. You shall keep with complete secrecy all confidential
                information entrusted to you and shall not attempt to use any such
                information in any manner which may injure or cause loss either directly
                or indirectly to the Company or its business and its
                associates.

            


    

    
      	 	
              7.2

            	
              You
                have no obligation to keep confidential pursuant to clause 7.1 any
                information which:

            


    

    
      	 	
              7.2.1

            	
              becomes
                public knowledge;

            


    

    
      	 	
              7.2.2

            	
              loses
                its confidentiality through passage of time;
                and

            


    

    
      	 	
              7.2.3

            	
              loses
                its confidentiality through a change in
                circumstances.

            


    

    


    
      	
              8

            	
              Ownership
                of intellectual Property

            


    

    


    
      	 	
              8.1

            	
              Any
                discovery, invention, secret process or improvement in procedure
                made or
                discovered by you or any other employee of the Company under your
                direction while you are employed (including past employment) by the
                Company or its associates shall belong to and be the absolute property
                of
                the Company and its associates.

            


    

    
      	 	
              8.2

            	
              If
                requested to do so by the Company, you agree that you will (whether
                during
                or after the termination of this employment) apply or join in applying
                for
                letters of patent or other similar protection for any such discoveries,
                invention, process or improvement as stated above and you will execute
                all
                instruments necessary to secure such
                rights.

            


    

    
      	 	
              8.3

            	
              The
                Company retains ownership of any written material created by you
                in the
                performance of your duties under this Agreement in which copyright
                does or
                may subsist.

            


    

    


    
      	
              9

            	
              Termination

            


    

    


    
      	
            	9.1	
              Your
                engagement as Managing Director pursuant to this agreement may be
                terminated on a date specified by the Company if any one or more
                of the
                circumstances mentioned in the following clause exist and the Company
                gives notice to you specifying the circumstances complained of and
                indicating its intention to terminate your
                employment.

            


    

    
      	
            	9.2	
              The
                circumstances referred to in the proceeding clause are where
                you:

            


    

    
      	
            	9.2.1	
              commit
                a serious or persistent breach of any of the provisions of this
                Agreement;

            


    

    
      	
            	9.2.2	
              are
                guilty of any grave misconduct or wilful neglect in the discharge
                of your
                duties under this Agreement;

            


    

    
      	
            	9.2.3	
              die
                or become of unsound mind;

            


    

    
      	
            	9.2.4	
              commit
                an act of bankruptcy or enter into, subsequent to the date of this
                Agreement, any agreement or composition with your
                creditors;

            


    


    
      
        
        

      

      
        
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              	9.2.5	
                are
                  convicted of an indictable offence;
                  or

              


      

    

    
      	
            	
              9.2.6

            	
              are
                for a period of four (4) consecutive months or for a period aggregating
                four (4) months within the term of the Agreement, unable, through
                accident, illness or other physical or mental incapacity, to perform
                your
                duties under this Agreement.

            


    

    
      	
            	9.3	
              You
                may terminate this Agreement at any time by providing one (1) months
                written notice to the Company if:

            


    

    
      	 	
              9.3.1

            	
              any
                payment due from the Company to you pursuant to this Agreement remains
                unpaid for a period of thirty (30)
                days;

            


    

    
      	 	
              9.3.2

            	
              the
                Company breaches any clauses of this Agreement and such breach is
                not
                remedied within fourteen (14) days of written notice by
                you.

            


    

    
      	 	
              9.4

            	
              If
                there is mutual agreement between the Company and you, this Agreement may
                be terminated for a reason that is not mentioned above by either
                party
                giving three (3) months (or some other agreed period) written notice
                to
                the other party detailing the reasons for the Agreement being terminated.
                In the event of such a termination taking place, there shall be no
                special
                termination payments made by the Company unless such a payment is
                mutually
                agreed between both parties.

            


    

    


    
      	
              10

            	
              Indemnity

            


    

    


    The
      Company shall indemnify you and keep you indemnified from and against all
      actions, suits, claims, demands, costs and expenses whatsoever to which you
      shall or may become liable in respect of carrying out your obligations under
      this Agreement except as may be due to the negligence of your
      actions.

    


    
      	
              11

            	
              General

            


    

    


    
      	
            	
              11.1

            	
              Duties
                as Director of Associated Companies

            


      	 	 	You
              will be required to fulfil additional tasks separate to this Agreement
              as
              a Director of Atlas South Sea Pearl Limited. These responsibilities
              and
              duties are accepted as being part of the fulfilment of your obligations
              under this Agreement with the Company.


      	 	
              11.2

            	
              Governing
                Law

            


      	 	 	This
              Agreement shall be governed by the Law of Western Australia except
              to the
              extent that the labour laws of Indonesia may
              apply.


    

     

    
      
        
        

      

      
        
          Page 5 of
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    This
      document is executed as an Agreement between both parties.

     

    
      	
              The
                Common Seal of PT Cendana

              
                Indopearls
                  was hereunto affixed by

                
                  authority
                    of the Board of Directors

                  
                    in
                      the presence of:

                     

                    
                      X

                      ___________________________

                      President
                        Director 

                    

                  

                

              

            	
              )

              
                )

                
                  )

                  
                    )

                  

                

              

            	
               

               

            


    

     

    
      	
              Signed
                by Joseph Taylor

            	
              )

            	
              X

            
	
              in
                the presence of:

            	
              )

            	 


    

     

    X

    ___________________________

    


    Name
      of
      Witness:

    


    Address:

    


    Occupation:


    
      
        
        

      

      
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    JOB
      DESCRIPTION

    (Managing
      Director)

    


    
      	
              1

            	
               

            	
              General
                Administration

            


    

    
      	 	
                
                1.1

            	
              General
                supervision of all management staff including the promotion of harmonious
                working relationships between management and
                staff;

            


    

    
      	 	
                
                1.2

            	
              Respond
                to queries and incidents in the
                field;

            


    

    
      	 	
                
                1.3

            	
              Personnel
                administration including hiring, dismissal, dispute resolution, review
                of
                performance and review of remuneration for all Perth based staff
                and
                Indonesian based expatriates;

            


    

    
      	 	
                
                1.4

            	
              Provide
                for staff training and development in Indonesia and Australia to
                ensure
                that the Group’s objectives are
                met;

            


    

    
      	 	
                
                1.5

            	
              Ensure
                that management succession planning is in place for the rotation
                of senior
                staff who leave the organisation;

            


    

    
      	 	
                
                1.6

            	
              Review
                insurance requirements and deal with claim issues as they
                arise;

            


    

    
      	 	
                
                1.7

            	
              Prepare
                information for Board and Executive Committee
                meetings;

            


    

    
      	 	
                
                1.8

            	
              Communicate
                with Directors, suppliers and statutory authorities in Australia
                and
                Indonesia;

            


    

    
      	 	
                
                1.9

            	
              Occupation,
                health & safety review;

            


    

    
      	 	
                
                1.10

            	
              Advise
                on immigration issues for expat. staff in
                Indonesia;

            


    

    
      	 	
                
                1.11

            	
              Establish
                and maintain good working relationships with all levels of government
                in
                Indonesia.

            


    

    


    
      	
              2

            	
               

            	
              Financial

            


    

    
      	 	
                
                2.1

            	
              Oversee
                the preparation, presentation and discussion with the Board and management
                of annual budget forecasts and the reporting to the Board on prior
                year
                results against budget forecasts for that
                period;

            


    

    
      	 	
                
                2.2

            	
              Prepare
                business plans as required by the
                Board;

            


    

    
      	 	
                
                2.3

            	
              Review
                the preparation of annual reports and half yearly reports including
                review
                of operations and all other compliance matters within the statutory
                time
                limits;

            


    

    
      	 	
                
                2.4

            	
              Liaise
                with auditors and tax advisors as required to ensure compliance with
                laws
                and maximisation of financial planning
                opportunities;

            


    

    
      	 	
                
                2.5

            	
              Supervise
                the preparation of monthly management
                accounts;

            


    

    
      	 	
                
                2.6

            	
              Management
                of cash flow, ensuring that sufficient reserves are available as
                directed
                by the Board;

            


    

    
      	 	
                
                2.7

            	
              Ensure
                that expenditure controls for the purchase of fixed assets and other
                high
                value items such as nuclei and consulting services are in place and
                adhered to by Perth and Indonesian based
                operations.

            


    

    


    
      	
              3

            	
               

            	
              Operational

            


    

    
      	 	
                
                3.1

            	
              Ensure
                that best practice oyster husbandry techniques are adopted in the
                field
                for the best possible pearl production
                results;

            


    

    
      	 	
                
                3.2

            	
              Ensure
                complete documentation of technology, know how and operational procedures
                to ensure smooth succession in the event of key managers leaving
                the
                group’s employment;

            


    

    
      	 	
                
                3.3

            	
              Continue
                to promote the best possible nucleating techniques and practices
                and
                ensure that staff are sufficiently trained to perform this
                task;

            


    

    
      	 	
                
                3.4

            	
              Visit
                Waigeo and other pearl farming sites (if they are developed in the
                future)
                as required to ensure operations are running as
                reported;

            


    

    
      	 	
                
                3.5

            	
              Oversee
                the planning of pearl harvests, including the review of nuclei
                requirements, followed by the shipment of the pearls from Indonesia
                and
                customs clearance to Australia.

            


    

     

     

    
      
         

      

      
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