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 Atlas South Sea Pearl Ltd 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 Atlas South Sea Pearl
                Ltd;

            


    

    
      	 	
              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 Atlas South Sea Pearl Ltd (ACN 009 220 053), a company
                registered in Australia;

            


    

    


    
      	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, PT Cendana Indopearls, 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’s pearling activities by the Board of Directors of PT Cendana
                Indopearls. 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 gross salary of $75,000. 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

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

            


    

    
      	 	
              4.2.2

            	
              The
                Company will make payments to your Australian superannuation fund
                equivalent to the amount payable under the Superannuation Guarantee
                Contribution Scheme (9% of gross salary at the time of signing this
                contract).

            


    

    
      	 	
              4.2.3

            	
              You
                will be covered by Directors and Officers insurance for actions taken
                against you whilst acting in this
                capacity.

            


    

     

    
      	
              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.

            


    


    
      
        
        

      

      
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              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 the Company 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.

            


    

    


    
      	
              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

            


    


    
      
        
        

      

      
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              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; 


      	 	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.

            


    


    
      
        
        

      

      
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              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 the
      Managing Director of PT Cendana Indopearls. 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.

    


    This
      document is executed as an Agreement between both parties.

     

    
      	
              The
                Common Seal of Atlas South 

              Sea
                Pearl Limited was hereunto

              affixed
                by authority of the Board

              of
                Directors in the presence of: 

               

              
                X

                ___________________________

                Director

              

            	
              )

              )

              )

              ) 

            	
               

               

            


    

     

    X

    ___________________________

    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

            	
               

            	
              Liaison/Public
                Relations

            


    

    
      	 	
                 
                1.1

            	
              Represent
                the company and its activities in a positive light to the press,
                investment community, regulatory authorities,
                etc.

            


    

    
      	 	
                 
                1.2

            	
              Communicate
                with the press, shareholders, stock brokers (including meetings and
                presentations in Australia and the USA as required), bankers and
                regulatory authorities in Australia such as the ASX, ASIC and the
                USA such
                as NASDAQ and the SEC;

            


    

    
      	 	
                 
                1.3

            	
              Communicate
                with Indonesian authorities such as the BKPM and the tax office as
                required;

            


    

    
      	 	
                 
                1.4

            	
              Actively
                involve the company’s Indonesian representatives in its activities in
                Indonesia;

            


    

    
      	 	
                 
                1.5

            	
              Represent
                the company in pursuit of other business and joint venture
                opportunities.

            


    

    


    
      	
              2

            	
               

            	
              Marketing

            


    

    
      	 	
                 
                2.1

            	
              Communicate
                with Pearlautore International (and other wholesale organisations
                as
                required) regarding harvest forecasts, pearl prices and terms offered
                by
                customers, marketing strategies and other value adding
                opportunities;

            


    

    
      	 	
                 
                2.2

            	
              Negotiate
                selling contracts with pearl wholesalers as
                required;

            


    

    
      	 	
                 
                2.3

            	
              Maintain
                personal contact with individuals and organisations in the pearl
                industry
                on behalf of the company;

            


    

    
      	 	
                 
                2.4

            	
              Where
                possible, provide feedback to field operations to ensure that the
                most
                valuable pearl types in relation to colour, size and shape are being
                produced.

            


    

     

    
      
         

      

      
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