`MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement dated for reference as of the 16th day of
July, 2005.

BETWEEN:

          OLYMPUS PACIFIC MINERALS INC., a British Columbia company having its
          head office at 10 King St East, Toronto Ontario M5C IC3, Canada

          (the "Company")

                                                               OF THE FIRST PART
AND:

          MOMENTUM RESOURCES INTERNATIONAL PTY LTD a company incorporated in
          Australia; ABN 73 094 684 250 of c/-Masu Jones & Bowen Pty Ltd, Level
          10, 225 Clarence Street, Sydney, New South Wales, Australia

          (the " Consultant ")

                                                              OF THE SECOND PART
BACKGROUND:

A.   At the request of the Company the Consultant has agreed to provide a
     manager ("Manager") for the Company as may be required by the Company for
     the proper management and advancement of the Company's business, upon the
     terms and conditions set out below.

WHEREAS:

A.   Company wishes to retain the services for a fixed two year period of the
     Consultant for the provision of the Manager to assume the positions of
     President of the Company, and the Consultant and the Company wish to
     document the basis on which the Consultant will continue to provide such
     services to the Company.

B.   The Consultant represents that it possesses the necessary expertise to
     provide management and consulting services and shall be responsible for the
     employment or engagement of the President ("Manager") to be made available
     to the Company for the purposes of providing the services pursuant to this
     agreement and unless otherwise agreed shall pay all remuneration payable to
     the Manager and keep all records in relation to such personnel and make all
     deductions from the remuneration as required`



`2


     by law. The Company shall have the right to approve the Manager made
     available to it (such approval not to be unreasonably withheld)

C.   At the request of the Company the Consultant has agreed to initially
     provide its employee Colin David Patterson for the position of Manager.
     Should the Consultant wish to replace Colin David Patterson with another
     employee it can only do so with the written approval of the Company.

D.   Consultant and the Company have agreed to enter into this management
     services agreement to ensure that the Consultant will continue to provide
     services to the Company and further to evidence the compensation and other
     benefits to be received by the Consultant in respect to such services.

NOW THEREFORE, in consideration of the mutual covenants and premises herein
contained, in consideration of the Consultant continuing to provide ITS services
to the Company, and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by the parties) the Consultant and
the Company hereby agree as follows.

1.   Interpretation

For all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:

     (a)  "affiliate" has the meaning given to it by the Business Corporations
          Act (Yukon);

     (b)  "Board" means the Board of Directors of the Company;

     (c)  "Agreement" means this management services agreement as from time to
          time supplemented or amended by one or more agreements entered into
          pursuant to the applicable provisions hereof;

     (d)  the words "herein", "hereof' and "hereunder" and other words of
          similar import refer to this Agreement as a whole and not to any
          particular paragraph, subparagraph or other subdivision;

     (e)  The words "Set Objectives" refers to the corporate and operational
          objectives mutually set and agreed by the Board and the Manager;

     (f)  "Term" means the period of two years from the date hereof;

     (g)  all references to currency mean United States currency;

     (h)  a reference to an entity includes any entity that is a successor to
          such entity;`



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     (i)  the headings are for convenience only and are not intended as a guide
          to interpretation of this Agreement or any portion hereof;

     (j)  a reference to a statute includes all regulations made pursuant
          thereto, all amendments to the statute or regulations in force from
          time to time, and any statute or regulation which supplements or
          supersedes such statute or regulations; and

     (k)  the phrase "person acting jointly or in concert" includes each and
          every person described in Section 96(1) of the Securities Act (British
          Columbia), as amended from time to time.

2.   Engagement

     (a)  The Company hereby engages the Consultant for a fixed two year period
          to provide the Manager as President of the Company and the Consultant
          hereby accepts such engagement by the Company upon and subject to the
          terms and conditions hereinafter set forth.

     (b)  The Consultant agrees that the Manager will serve as a Director and/or
          an officer of associated or affiliated companies if so requested by
          the Directors as long as this Agreement remains in force.

     (c)  Such engagement will commence on the date of this Agreement and will
          continue until terminated as hereinafter provided.

     (d)  The Manager will coordinate and oversee the Company's general
          management, as stipulated by the Board, with full authority over such
          functions subject to the directions of the Board or such person or
          committee of the Board as is nominated by the Board. The Manager's
          duties and authcrity shall be those commonly associated with the above
          office and as assigned by the Board.

     (e)  For the purposes of conducting Company business the Company will
          provide office facilities for the Manager in Danang, Vietnam, however
          the Manager shall be present at and perform his duties primarily from
          his base in Sydney Australia but, recognising that the position will
          require a considerable level of international travel for management of
          operations, fund-raising and promotional activities, the Manager shall
          be present at and perform his duties in other jurisdictions with such
          frequency and for such duration as is reasonably necessary for the
          proper and timely performance of the Manager's duties hereunder,
          provided that the Manager must first provide his consent to any
          relocation of the Manager for a term of greater than one (1) month.
          However, where a change of control as described in Section 2(h) occurs
          and the Manager continues providing services to the Company, the
          primary location of the Manager's provision of services shall not be
          permanently assigned or transferred without his prior consent.`



`4


     (f)  The Manager shall provide on average 40 hours of his time each week,
          attention and ability during these hours to the business and affairs
          of the Company and shall well and conscientiously serve the Company
          and use his best efforts to promote the interests of the Company
          during the continuation of his services hereunder. Provided that there
          is no conflict with the Manager's obligations pursuant to this
          Agreement, with prior notice to and the consent of the Chairman of the
          Board, the Manager may act as a director for other corporations and
          organizations. It is acknowledged and agreed that Colin David
          Patterson is an executive director of Momentum Resources International
          Limited and GR Enmore Limited as well as a non-executive director of
          Odin Mining and Exploration, and the Phoenix Gold Fund (for both of
          which he will limit his involvement to that of an outside director).

     (g)  The Consultant will perform all services on behalf of the Company
          hereunder as an independent contractor, and neither the Consultant nor
          Manager will be considered for any reason to be a partner, employee or
          servant of the Company or, except to the extent expressly permitted
          hereunder, an agent of the Company. To the extent necessary to permit
          the Manager to perform the services required hereunder, the Company
          will provide evidence of the authority of the Manager or his
          representatives as agent for the Company hereunder.

     (h)  In the event that any person, or any person and its affiliates, as
          such terms are defined in the Business Corporations Act (Yukon),
          begins a tender or exchange offer, circulates a proxy to shareholders
          or takes other steps to effect a takeover of the control of the
          Company, the Consultant agrees that the Manager will not voluntarily
          leave the employ of the Consultant, and will render services to the
          Company in accordance with his position and in the best interests of
          the shareholders, until such person has abandoned or terminated
          efforts to effect a takeover of control of the Company or until such
          takeover of control of the Company has occurred. For purposes of this
          Agreement, takeover of control shall be evidenced by the acquisition
          by any person, or by any person and its affiliates, other than Zedex
          Minerals Limited or an affiliate thereof, as such terms are defined in
          the Business Corporations Act (Yukon), and whether directly or
          indirectly, of common shares of the Company which, when added to all
          other common shares of the Company at the time held by such person and
          its affiliates, totals for the first time 50% or more of the
          outstanding common shares of the Company.`



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3.   Compensation

     (a)  On presentation of an invoice for services rendered under this
          Agreement, the Consultant will be paid a monthly fee of US$13,000
          (yielding an "Annual Fee" of US$156,000), subject to adjustments made
          pursuant to the terms of this Agreement (the "Fee"). The Consultant
          acknowledges that all taxes and other charges arising in relation to
          the remuneration of the Consultant are the responsibility of the
          Consultant. The Consultant agrees and indemnifies the Company against
          any such taxes or other charges arising under this agreement.

     (b)  While the Consultant continues to provide services to the Company
          pursuant to this Agreement, the Board or a committee of the Board will
          carry out a half-yearly review of the Manager's performance, which
          will be measured against Set Objectives. Based on this review the
          Board may at its discretion pay a half-yearly incentive bonus of up to
          50% of the Annual Fee each January and July. The Consultant or Manager
          will also be entitled to participate in any other profit sharing or
          bonus program from time to time established by the Company, to such
          extent and in such amounts as the Board may from time to time
          determine.

     (c)  In addition to the foregoing, the Company will reimburse the
          Consultant for all travel expenses, including car rentals, food and
          lodging and sundry expenses, including office and office equipment,
          telephone costs, subscriptions for relevant news and industry
          publications, expenses for assignments, relocations and transfers, any
          relevant industry association or professional institution fees and
          subscriptions and all other expenses actually, necessarily and
          properly incurred in connection with the business of the Company or
          any of its subsidiaries.

     (d)  The Consultant shall submit bills and vouchers reasonably satisfactory
          to the Board supporting all requests for reimbursement under
          subsection (c).

     (e)  The Manager will be entitled to participate in any pension, health,
          medical, insurance or other benefit plans or retirement rights from
          time to time established by the Company and to which executives of the
          Company or any of its subsidiaries or affiliates are from time to time
          entitled.

     (f)  Firstly, on the date of this Agreement and secondly, on the
          achievement of Set Objectives; subject to regulatory acceptance the
          Manager and/or his subsidiary company will receive on each of these
          two occasions options to purchase at any time up to and including a
          date five years from the date of grant 1,000,000 shares in the capital
          of the Company at 32c.

     (g)  The options will be non-transferable except to an entity controlled by
          the Manager and/or his nominees or for estate or retirement planning
          purposes, and will be fully vested on granting and exercisable upon
          granting`



`-5


     (h)  If the Manager dies during the term of this Agreement all options
          which have been granted to that date will immediately become
          exercisable for a period equal to the earlier of the expiry date of
          such options or twelve (12) months following the date of the Manager's
          death.

4.   Holidays

     During the term of this Agreement the Manager will be entitled to four
     weeks of annual holidays (accruing monthly) during which the Company will
     pay the Consultant the normal Fee. None of such holidays will be carried
     for a period of more than 24 months. The Consultant may in lieu of accrued
     annual holidays and at its sole discretion accept on behalf of the Manager
     a cash payout equal to the Fee that would be payable for those days.

5.   Termination

     (a)  The Consultant may terminate this Agreement and the services being
          provided by him hereunder by giving the Company at least three (3)
          months' written notice (the "Consultant's Termination Notice"),
          provided that the Company shall, subject to Section 5(h), have the
          right to give written notice to the Consultant that the Company is
          waiving the full notice period and is permitting this Agreement and
          the services of the Consultant to be terminated upon a date that is
          less than three months after the date of the Consultant's Termination
          Notice as determined by the Company and further provided that the
          Consultant shall not be entitled to a severance payment and all Fees
          payable to the Consultant hereunder and all other obligations of the
          Company to the Consultant hereunder shall cease upon such termination
          notwithstanding the provisions of Section 2 or any other Section
          hereof.

          The Consultant shall be entitled to terminate this agreement
          immediately upon serving written notice to the Company IN the event
          that

                o    a receiver or liquidator is appointed IN respect of the
                     Company; or

                o    the Company fails to pay any moneys payable hereunder
                     within 14 days of the due date and shall further fail to
                     pay such moneys within 14 days of being required to do so
                     by the Consultant.

     (b)  This Agreement will terminate once the Board agrees that the Set
          Objectives have been achieved or upon expiry of the Term; whichever is
          the earlier. In the event of termination upon achievement of the Set
          Objectives prior to the expiry of the Term the Consultant shall be
          entitled to all remuneration and options it would have received had
          this Agreement have remained in full force and effect for the Term.`



`-7


     (c}  The Company may at any time terminate this Agreement and the
          engagement of the Consultant without cause. In this event the Company
          shall be obligated to provide the Consultant with a severance payment
          in lieu of notice. Such payment shall be payable on the fifth day
          following the date of notice of termination (the "Company's Notice of
          Termination") and shall consist of the following:

          (i)   the Consultant's full fee through to the date of termination at
                the amount in effect at the time the Company's Notice of
                Termination was given, the amount of any expenses reimbursable
                under Section 3(c), plus an amount equal to the amount, if any,
                of any awards previously made to the Consultant which have not
                been paid;

          (ii)  in lieu of further Fees for periods subsequent to the date of
                the Company's Notice of Termination, a severance payment

                o    equal to three months of the Consultant's then existing
                     annual Fees pursuant to Section 3 should termination occur
                     within the first 12 months of this Agreement.

                o    equal to six months of the Consultant's then existing
                     annual Fees pursuant to Section 3 should termination occur
                     after the first 12 months of this Agreement.

          (iii) the Manager's options on shares of the Company shall remain in
                full force and effect for the earlier of the expiry date of such
                options or twelve (12) months following the Company's Notice of
                Termination and the option agreements shall be deemed to have
                been amended, to the extent required, to the effect that any
                provision which would otherwise terminate such options as a
                result of the termination of the Consultant's services shall be
                null and void.

          Termination of the Agreement in accordance with this Section shall
          relieve the Company from any and all obligation, liability or claim by
          the Consultant, exclusive of monies owing to the Consultant up to the
          date of termination.

     (d)  The Company may at any time terminate the services of the Consultant
          and this Agreement for any just cause that would in law permit the
          Company to, without notice, terminate the Consultant, in which event
          the Consultant shall not be entitled to a payment in lieu of notice,
          but shall be entitled to receive the full amount of the Consultant's
          Fees due through to the date of the notice of termination, and any
          options granted to the Consultant will be immediately terminated.

     (e)  This agreement shall be deemed to have been terminated by the Company
          if: the nature of the duties, requirements and arrangements of the
          Consultant are substantially changed from those set out in Section 2
          such that the nature of the work that is required to be performed is
          not work which a President of a`



`8


          publicly listed mining company would ordinarily be required to attend
          to, in which event the Company shall be obligated to provide the
          Consultant with a severance payment as described in Section 5 (b) (i)
          (ii) and (iii).

     (f)  Any termination by the Company pursuant to Section 5(b) or (c) shall
          be communicated by written Notice of Termination. For purposes of this
          Agreement, a "Notice of Termination" shall mean a notice which shall
          indicate the specific termination provision of this Agreement relied
          upon and, in the case of a notice of termination for cause under
          Section 5(c), shall set forth in reasonable detail the facts and
          circumstances claimed to provide a basis for termination of the
          Consultant's employment. For purposes of this Agreement, no such
          purported termination shall be effective without such notice.

     (g)  On the termination of this engagement for any reason, the Consultant
          agrees to concurrently deliver up to the Company the Manager's
          resignation as a Director of the Company and any subsidiary of the
          Company, effective immediately, together with all documents, financial
          statements, records, plans, drawings and papers of every nature in any
          way relating to the affairs of the Company and its associated or
          affiliated companies which may be in his possession or under his
          control.

     (h)  Notwithstanding the provisions of Section 5(a) the parties acknowledge
          that, given the particular enterprise and business of the Company it
          is crucial and necessary that the Consultant maintain a close
          relationship with the Board based on mutual loyalty, respect and
          trust. Accordingly, the Company agrees that if the Consultant elects
          to resign based on the sole reason that there has been a takeover of
          the control of the Company (as defined in Section 2(h)), then the
          Consultant may give notice of resignation in writing to the Board. The
          notice of resignation pursuant to this Section must be in writing,
          must cite this Section 5(h) and must contain at least one month's
          notice and not more than two month's notice. The Consultant must
          exercise this right within six months of the takeover of control as
          referred to herein (the "Date of Resignation"). The Company shall be
          obligated to provide the Consultant with a severance payment on the
          fifth day following the Date of Resignation which shall consist of the
          following:

          (i)   the Consultant's Fees through to the Date of Resignation at the
                amount in effect at the time notice of termination or notice of
                resignation was given, the amount of any expenses reimbursable
                under Section 3(c), plus an amount equal to the amount, if any,
                of any awards previously made to the Consultant which have not
                been paid; and

          (ii)  in lieu of further Fees for periods subsequent to the Date of
                Resignation, an amount equivalent to one years' Fee and bonuses,
                calculated on the basis of the Consultant's`



`-9-


                o    monthly Fees at the highest rate in effect during the six
                     month period immediately preceding the Date of Resignation
                     multiplied by twelve, exclusive of any other sundry
                     benefits; and the

                o    highest half yearly bonus paid in the previous 24 months
                     multiplied by two;

          (iii) subject to Section 5(h)(iv) below, in lieu of common shares of
                the Company issuable upon exercise of options, if any,
                previously granted to the Manager under the Company's incentive
                programs and remaining unexercised on the fourth day following
                the Date of Resignation, which options shall be cancelled upon
                the payment referred to herein, a cash amount equal to the
                aggregate spread between the exercise price of all options held
                by the Manager, whether or not then fully exercisable, and the
                higher of (i) the average of the closing prices of the Company's
                common shares as reported on the TSX Venture Exchange (or such
                other stock exchange on which the Company's shares may be
                listed) for 30 days preceding the Date of Resignation or (ii)
                the average price actually paid for the most highly priced one
                percent (1%) of the Company's common shares, however and for
                whatever reason by any person who achieves control of the
                Company as such term is defined in Section 2(h); and

          (iv)  notwithstanding Section 5(h)(iii), the Manager shall have the
                right exercisable up to the fourth day following the Date of
                Resignation, to elect to waive the application of Section
                5(h)(iii) following termination of the Consultant's services.
                The Manager may exercise this election on or before 5:00 p.m.
                Vancouver time on such fourth day by delivering a notice in
                writing to the Company of such waiver whereupon:

               (i)  the Manager's options on shares of the Company shall remain
                    in full force and effect for one year from the date of
                    termination and in accordance with the original terms but
                    shall be deemed to have been amended to the effect that any
                    provision which would otherwise defer exercise of such
                    options or terminate such options as a result of the
                    termination of the Consultant's services shall be null and
                    void; and

               (ii) the Company shall be relieved of any obligation in
                    connection with termination of the Consultant's employment
                    to make the payment in section 5(h)(iii).

          The Consultant agrees to accept such payment in full satisfaction of
          any and all claims the Consultant has or may have against the Company
          and the Consultant agrees to release the Company with respect to the
          same upon payment of said`



`- 10 -


          sum, except monies owing by either party to the other up to the Date
          of Resignation.

     (i)  The Consultant shall not be required to mitigate the amount of any
          payments provided for under any paragraph of this Section by seeking
          other engagements or otherwise nor shall the amount of any payment
          provided for in this Section be reduced by any other compensation
          earned by the Consultant as a result of engagement by another client
          after the date of termination or otherwise.

     (j)  The Company shall have full rights to offset any money properly due by
          the Consultant to the Company against any amounts payable by the
          Company to the Consultant hereunder,

6.   Successors, Binding Agreement

This Agreement shall enure to the benefit of and be binding upon and shall be
enforceable by and against the Company's successors and assigns. The Company
shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all, or substantially all, of the business or
assets of the Company, by agreement in form and substance satisfactory to the
Consultant, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place. As used in this Agreement, the "Company"
shall be defined in the preamble to this Agreement and include any successor to
ITS business or assets which executes and delivers the agreement provided for in
this paragraph 6 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law. This Agreement shall enure to
the benefit of and be enforceable by the Consultant's heirs, administrators,
executors and successors to the extent permitted herein.

7.   Notices

For the purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly
given on the first following business day when delivered or on the fifth
following business day when mailed in Canada by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

          (a)  If to the Consultant:

               The Managing Director
               Momentum Resources International
               PO Box 260 Kenthurst
               NSW 2156
               Australia

               Fax: +61 2 9654 8141`



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          (b)  If to the Company:

               Olympus Pacific Minerals Inc.
               Suite 500, 10 King Street East
               Toronto, ON
               Canada M5C 1C3

               Fax +1 416 572 4202

or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

8.   Governing Law

The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the Province of Ontario.

9.   Miscellaneous

No provisions of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing signed by the
Consultant and the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

10.  Severability

The invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability or any other provision of this Agreement,
which shall remain in full force and effect.

11.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and
the same Agreement.

12.  Assignability

Neither of the parties hereto shall, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder, except as
provided in Section 6 above. Without limiting the foregoing, the Consultant's
right to receive payments hereunder shall not be assignable or transferable,
whether by pledge, creation of a security interest or otherwise, and in the
event of any attempted assignment or transfer contrary to this paragraph the
Company shall have no liability to pay any amount so attempted to be assigned or
transferred. Notwithstanding the generality of the foregoing, the Consultant may
assign its rights and`



`- 12 -


obligations pursuant to this Agreement to a company or other entity wholly
controlled by the Consultant which undertakes to the Company to make the
Consultant's services available to the Company on identical terms and conditions
as this Agreement.

13.  Competitive Activity

During the term of this Agreement and for a period ending one (1) year following
the date of termination of this Agreement, the Consultant shall not engage in
any Competitive Activity. For purposes of this Agreement, "Competitive Activity"
shall mean the Consultant's participation, without the written consent of an
officer of the Company, such consent not to be unreasonably withheld, in the
management of any business operation of any enterprise if such operation (a
"Competitive Operation") engages in substantial and direct competition with any
mineral exploration activity or mining operation actively conducted by the
Company or its subsidiaries on the date of termination of this Agreement. For
purposes of this Section 13, mineral exploration activity or a mining operation
shall be considered in substantial and direct competition with the Company if
such mineral exploration or mining operation is conducted within the countries
of Laos or Vietnam. "Competitive Activity" shall not include (i) the mere
ownership of securities in any enterprise or (ii) participation in the
management of any enterprise or any business operation thereof, other than in
connection with a Competitive Operation of such enterprise. The Company
specifically acknowledges that the Consultant is involved with the entities
described in Section 2(f), and may also provide services to Zedex Minerals
Limited, and the Company consents to such involvements.

14.  Confidentiality

The Consultant shall not either during the term of this Agreement or at any time
thereafter divulge, publish or otherwise reveal either directly or indirectly or
through any person, firm or corporation the private affairs or secrets of the
Company, its subsidiaries or affiliates to any person or persons other than the
Directors of the Company and shall not without the written consent of the
Company either during the continuance of this Agreement or at any time
thereafter use for its own purpose or any purpose other than those of the
Company any information it may acquire in relation to the business and affairs
of the Company. The Consultant agrees, during the term of this Agreement and at
all times thereafter to keep confidential all information and material provided
to it by the Company, excepting only such information as is already known to the
public, and including any such information and material relating to any
customer, vendor or other party transacting business with the Company, and not
to release, use or disclose the same except with the prior written permission of
the Company. The within understanding shall survive the termination or
cancellation of this Agreement, even if occasioned by the Company's breach or
wrongful termination. Each of the Consultant and the Company agree to keep the
financial terms of this Agreement confidential, except to the extent as may be
required for compliance with applicable regulatory and securities rules,
regulations and laws.

15.  Time of the Essence

Time shall be of the essence of this Agreement.`



`- 13 -


16.  Entire Agreement

This Agreement represents the entire agreement between the Consultant and the
Company concerning the subject matter hereof and supersedes any previous oral or
written communications, representations, understandings or agreements with the
Company or any of its officers or agents.

17.  Limitation on Services

The Consultant will not provide or be required to provide legal advice or legal
services in connection with any services provided to the Company under this
Agreement.

18.  Indemnity

To the full extent allowed by law, the Company shall indemnify and save the
Consultant harmless:

     (a)  from and against any and all claims of every nature and kind
          whatsoever which from and against any and all claims of every nature
          and kind whatsoever which may be made against him by any person, firm,
          corporation, government, or by any governmental department, body,
          commission, board, bureau, agency or instrumentality including the
          Crown in any of her capacities, arising out of or in any way connected
          with the management, operation, activities or existence of the
          Company;

     (b)  from and against any and all liability, losses, damages, costs,
          charges, expenses, fines and penalties which the Consultant may
          sustain, incur or be liable for including, without limitation, any
          amount paid to defend or settle an action or satisfy a judgment, in
          consequence of him acting as an officer and/or director of the Company
          whether sustained or incurred by reason of his negligence, default,
          breach of duty, breach of trust, failure to exercise due diligence or
          otherwise in relation to the Company; and

     (c)  in particular, and without in any way limiting the generality of the
          foregoing, from and against all liabilities and penalties, at any time
          imposed upon the Consultant or any claims at any time made against the
          Consultant under or by virtue of any provision in any law or
          regulation which in any way involves the affairs or business of the
          Company.`



`-14-


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the day and year first above set forth.

OLYMPUS PACIFIC MINERALS INC.
by its authorized signatory


Per:
     --------------------------------

MOMENTUM RESOURCES INTERNATIONAL`



`22 March 2007

Momentum Resources International Pty
   Limited (ABN 73 094 684 250)
PO Box 260
Kenthurst
NSW 2156, New South Wales
AUSTRALIA

Attn: Colin Patterson

SERVICE CONTRACT DATED JULY 16, 2005

I am pleased to confirm that the Board has agreed to an extension of your
existing contract with Olympus Pacific Minerals Inc ("OLYMPUS"). Subject to your
agreement to the amended terms as set out herein, I look forward to continuing
to work with you in the future.

The service contract with Olympus is to be extended and amended on the following
terms.

POSITION:               Provision of President and Chief Executive Officer

ANNUAL FEE:             USD250,000 per annum.

BONUS:                  Half-yearly incentive bonus of up to 50% of the Annual
                        Fee each January and July at the discretion of the Board
                        based on guidelines to be agreed upon among the Manager,
                        Chairman of the Board and the Chairman of the
                        Compensation Committee.

SHARE OPTION PACKAGE:   Grant of 1,000,000 five-year share options exercisable
                        (subject to TSX approval) at CAD0.65 a share. The share
                        options will be vested over two years (1/3 immediately,
                        1/3 on 16 July 2008 and 1/3 on the earlier of 16 July
                        2009).

TENURE:                 Continual rolling six-month term subject to six month's
                        notice.

OTHER AMENDMENTS:       Existing contract amended to:

                        a.  substitute Canada Business Corporations Act for
                            Business Corporations Act (Yukon);

                        b.  "takeover of control" definition to include an
                            involuntary change in composition of the majority of
                            the board; and

                        c.  amendment to clause 5(a) providing for six months'
                            pay in lieu of the current three months for
                            termination without cause.

DOCUMENTATION:          If requested by either party a formal contract amending
                        the existing service contract will be prepared upon your
                        acceptance of this letter.`



`DOCUMENTATION:          If requested by either party a formal contract amending
                        the existing service contract will be prepared upon your
                        acceptance of this letter.

I trust this meets with your agreement and acceptance. If so can you please sign
and return a duplicate copy of this letter.

Yours sincerely
OLYMPUS PACIFIC MINERALS INC


------------------------------------
DOUG WILLOCK
Lead Independent Director &
Chairman - Remuneration Committee

Momentum Resources International Pty Limited, hereby agrees to the amendment of
the existing contract with Olympus as per the terms and conditions as set out
herein:


-----------------------------------------   ------------------------------------
SIGNED: COLIN D PATTERSON (DIRECTOR)                       DATE:`



`Confidential


CONTRACT AMENDMENT                                                    27/01/08
--------------------------------------------------------------------------------

Dear David,

This is in response to your voice message and email sent to me on 27 Jan 08.
Accepting these amendments to my current contract (i.e. my most recent contract
that appointed me as CEO and President of Olympus)

THIS IS A FIXED 18 MONTH CONTRACT SPLIT INTO TWO DISTINCT PERIODS

FIRST PERIOD OF 6 MONTHS
     TITLE CHANGED TO: Advisor (or such other suitable title)

     TIME COMMITMENT: This is a retainer based contract and I will provide
     appropriate time for assisting and advising you - I expect that on average
     I will be providing about 10 days per month to OYM and ZDX combined.
     In essence if you don't think you're getting vaIue for what you are paying,
     you can either renegotiate new terms or terminate and pay out the full
     contract. Likewise, if I find that I'm unable to service my other clients
     because I'm putting in more than my fair share, of time into OYM and ZDX
     then I'll come to you to renegotiate my terms.,

     REMUNERATION AND BENEFITS: As per my current contract including bonus
     terms.

     BONUS: I will receive the average percentage given to you, Chaflie, Rod and
     Peter in the Jan08 and Jul08 bonus reviews.
     To clarify the bonus payment - The terms of my bonus remain exactly the
     same as they are now; I will be given at least the average percentage of my
     maximum potential bonus that everyone else gets of their maximum potential;
     for example if everyone gets on average 75% of their maximum potential
     bonus then I will also get 75% of my maximum bonus based on my current
     contract.

     EXPENSES: All related expenses to be reimbusursed on the same basis as I
     have been doing for the past two and a half years

     TERMINATION: As this an 18 months fixed contract, if my services are
     terminated, the full contract must be paid out in full within 5 working
     days of the termination

     ANNOUNCEMENTS: All announcements (made to the public) that make reference
     to me must be approved by me.

     TRAVEL: My current travel plans are to remain in place as per the calendar.
     This includes a trip back to Vietnam/Philippines in January, PDAC in March
     and a follow up trip back to SE Asia in the second half of March. Any new
     travel plans are to be approved by you.

     ANNUAL LEAVE: Leave to be accumulated as per my current contract. I will
     take leave for most of February to celebrate Leeann's and my 30th
     anniversary. I will also take the occasional day or two during this 6 month
     period. Any accumulated leave not taken by the end of this 6 month period
     is to be paid out at my current full current contract rate.

     CONSULTING TO ZEDEX: I will consult to Zedex when requested to do so and
     only with your blessing. The monthly invoice to OYM will be reduced by any
     amount paid to me by Zedex. I will charge my time out to Zedex at US$2,000
     per day.`



`SECOND FIXED 12 MONTH PERIOD

     Title: Advisor (or such other acceptable title)

     TIME COMMITMENT: This is a retainer based contract and I will provide
     appropriate time for assisting and advising you - I expect that on average
     l will be providing about 10 days per month to OYM and ZDX combined.
     In essence if you don't think you're getting value for what you are paying,
     you can either renegotiate new terms or terminate and pay out the contract.
     Likewise if I find that I'm unable to service my other clients because I'm
     putting in more than my fair share of time into OYM and ZDX then I'll come
     to you to renegotiate my terms.

     REMUNERATION AND benefits: 50% of my current contract including bonus
     terms.

     BONUS: I will receive the average percentage given to you, Charlie, Rod and
     Peter in the Jan08 and Jul08 bonus reviews.
     To clarify the bonus payment - The terms of my bonus remain exactly the
     same as they are now; I will be given at least the average percentage of my
     maximum potential bonus that everyone else gets of their maximum potential
     for example if everyone gets on average 75% of their maximum potential
     bonus then l will also get 75% of my maximum bonus based on 50% of my
     current contract.

     EXPENSES: All related expenses to be reimbursed on the same basis as I have
     been doing for the past two and a half years

     TERMINATION: As this a fixed contract, if my services are terminated, the
     full contract must be paid out in full within 5 working days of the
     termination

     TRAVEL: All travel plans will be provided to you for approval, I intend to
     share costs between clients on a pro-rata basis of work required.

     ANNUAL LEAVE: One leave day accumulated for each month worked. Any
     accumulated leave not taken on termination is to be paid out.

     CONSULTING TO ZEDEX: I will consult to Zedex when requested to do so and
     only with your blessing. The monthly invoice to OYM will be reduced by any
     amount paid to me by Zedex. I will charge my time out to Zedex at US$2,000
     per day.




     Signed
     Colin Patterson


     Agreed by David Seton (Chairman)
     Date:28 January 2008`