EMPLOYMENT AGREEMENT
   OLYMPUS PACIFIC MINERALS INC
    JAMES W. HAMILTON,
   WHEREAS:
 A.
    
    The Company wishes to retain the services of the Employee as set out
in Schedule A on the terms and conditions of this Agreement.B.
    
    The Employee and the Company have agreed to enter into this employment
agreement to ensure that the Employee will provide his services to the
Company and further to evidence the salary and other benefits to be
received by the Employee in respect to such services.
 NOW THEREFORE
 1.
    
    Interpretation and Schedules1.1
    
    Interpretation
  (a)
    
    affiliate and associate have the meanings given to them by the Canada
Business Corporations Act;




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(b)
    
    Board means the Board of Directors of the Company;(c)
    
    Agreement means this employment 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, sub-paragraph
or other subdivision;(e)
    
    Term means the period of the engagement of the Employee as set out in
Schedule A;(f)
    
    all references to currency mean Canadian currency;(g)
    
    a reference to an entity includes any entity that is a successor to such
entity;(h)
    
    the headings are for convenience only and are not intended as a guide to
interpretation of this Agreement or any portion hereof; and(i)
    
    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.
 1.2
    
    Schedules
  Schedule A    Position and Responsibilities of the EmployeeSchedule B    Compensation Schedule and Criteria for Bonus
 2.
    
    Engagement
 (a)
    
    The Company hereby engages the Employee as set out in Schedule A and the
Employee hereby accepts such engagement by the Company upon and subject to the terms
and conditions hereinafter set forth.(b)
    
    Such engagement will commence on the date of this Agreement and will continue
until the expiry of the Term or until terminated as hereinafter provided.(c)
    
    The Employees responsibilities, duties and authority shall be as provided in
Schedule A.




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(d)
    
    The Employee shall be present at and perform his duties at such location or
locations set out in Schedule A and as mutually agreed between the Employee and the
Company, but, recognizing that the position will require a considerable level of travel
for promotional activities, the Employee 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 Employees duties hereunder,
provided that the Employee must first provide his consent to any relocation of the
Employee for a term of greater than three (3) months. However, where a Takeover of
Control as described in Section 5(f) occurs and the Employee continues providing
services to the Company, the primary location of the Employees provision of services
shall not be permanently assigned or transferred without his prior consent.(e)
    
    The Employee shall devote so much of his time to the business and affairs of
the Company as provided in Schedule A and as mutually agreed upon between the
Employee and 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 its
services hereunder.(f)
    
    In the event that any person, or any person and its affiliates, as such terms
are defined in the Canada Business Corporations Act (the CBCA), 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 Employee agrees that the Employee will not
voluntarily leave the employ of the Company, 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 a takeover of control of the Company has occurred. For the
purposes of this Agreement, takeover of control shall be evidenced by (i) the
acquisition by any person, or by any person and its affiliates, as such terms are
defined in the CBCA, 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 (ii) the removal, by extraordinary resolution
of the shareholders of the Company, of more than 51% of the then incumbent directors of
the Company, or the election of a majority of directors to the Companys board who were
not nominees of the Companys incumbent board at the time immediately preceding such
election; or (iii) consummation of a sale of all or substantially all of the assets of
the Company, or the consummation of a reorganization, merger or other transaction which
has substantially the same effect, except where such sale or transaction is for the
purpose of financing the construction of a mine (a Takeover of Control).(g)
    
    As used herein voluntary termination by the Employee of his employment with the
Company for Good Cause means termination after a Takeover of Control of the Company
following the occurrence of one of the following events without the Employees express
written consent:




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(i)
    
    without the written agreement of the Employee, the nature of
the duties, requirements and arrangements of the Employee are substantially
changed from those set out in Schedule A such that the nature of the work
that is required to be performed is not work which is consistent with the work
ordinarily required to be performed for a position similar to that assumed by
the Employee as set out in Schedule A for a publicly listed mining company(ii)
    
    a reduction by the Company in the Employees base compensation
set out in Schedule B as in effect immediately prior to the Takeover of
Control;(iii)
    
    a change in the principal executive office of the Company to a
location more than fifty (50) kilometres from the location of the principal
executive office of the Company immediately prior to the Takeover of Control;(iv)
    
    the requirement by the Company that the Employee be based
anywhere other than within a fifty (50) kilometre radius of his location
immediately prior to the Takeover of Control, except substantially consistent
with the Employees business travel obligations immediately prior to the
Takeover of Control; or(v)
    
    the failure by the Company to continue in effect, or a change
of the Employees participation in benefits under any bonus or incentive
compensation or benefit plan, any stock ownership, stock purchase, stock option
or other equity incentive plan, any life, health, accident, disability or
similar plan providing welfare benefits or any plan or program of fringe
benefits in which the Employee is participating immediately prior to a Takeover
of Control (the Existing Plans), the effect of which would be to materially
reduce the total value, in the aggregate, of the Employees benefits under all
the Existing Plans and all amendments thereto and plans substituted therefore,
as compared to the Employees benefits under the Existing Plans as they existed
immediately prior to the Takeover of Control, or the failure by the Company to
provide the Employee with the number of paid vacation days to which the
Employee is entitled in accordance with the Companys general vacation policy
in effect immediately prior to the Takeover of Control.
 3.
    
    Compensation
 (a)
    
    The Employee will be compensated as provided in Schedule B.(b)
    
    The Company shall deduct from the salary of the Employee the taxes and other
source deductions, including the Canada Pension Plan and Employment Insurance, as
required by the Canada Revenue Agency at the time of payment.




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(c)
    
    In addition to the foregoing, the Company will reimburse the Employee in
accordance with Schedule B for expenses incurred in connection with the business of
the Company and any if its subsidiaries.(d)
    
    The Employee shall submit bills and vouchers reasonably satisfactory to the
Board supporting all requests for reimbursement hereunder.(e)
    
    The Employee is entitled to participate in any pension, stock option, stock
purchase, stock appreciation, and health or medical insurance, or other benefit plans
or retirement rights from time to time established by the Company and to which
employees of the Company or any of its subsidiaries or affiliates are from time to time
entitled.(f)
    
    For so long as the Employee continues to provide services to the Company
pursuant to this Agreement, an incentive bonus will be awarded to the Employee at the
discretion of the Board following periodic performance reviews as provided in Schedule
B.(g)
    
    If the Employee dies during the term of this Agreement, all options which have
been granted to that date will vest and become exercisable pursuant to Schedule B.
 4.
    
    Holidays
  5.
    
    Termination
 (a)
    
    The Employee may terminate this Agreement and by giving the Company at least six
(6) months prior written notice (the Employees Termination Notice), provided that
the Company shall have the right to give written notice to the Employee that the
Company is waiving the full notice period and is permitting this Agreement and the
services of the Employee to be terminated upon a date that is less than six (6) months
after the date of the Employees Termination Notice as determined by the Company and
further provided that all salary, benefits and bonuses payable to the Employee
hereunder and all other obligations of the Company to the Employee hereunder shall
cease upon such termination notwithstanding the provisions of Section 2 or any other
Section hereof. Any monies owed by the Employee to the Company up to the date of
termination shall be then paid by the Employee to the Company.(b)
    
    The Company may at any time terminate this Agreement and the employment of the
Employee without cause. In this event the Company shall be obligated to provide the
Employee with a severance payment in lieu of notice. Such severance payment shall be payable on the fifth calendar day following date of the notice of termination
(the Companys Notice of Termination) and shall consist of the following amounts:




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(i)
    
    the Employees full salary through to the date of termination
at the rate in effect at the time the Companys Notice of Termination was
given, plus an amount equal to the amount, if any, of any bonuses previously
made to the Employee which have not been paid;(ii)
    
    in lieu of further salary for periods subsequent to the date of
the Companys Notice of Termination, a severance payment equal to six (6)
months of the Employees then existing annual salary pursuant to Schedule B;
and(iii)
    
    the Employees options on shares of the Company shall vest and
expire as set out in the Companys Stock Option Plan.
 Termination of the Agreement in accordance with this Section shall relieve the
Company from any and all obligation, liability or claim by the Employee, exclusive
of monies owing to the Employee up to the date of termination.(c)
    
    The Company may at any time terminate the services of the Employee and this
Agreement for cause that would in law permit the Company to, without notice, terminate
the Employee, in which event the Employee shall not be entitled to a severance payment
in lieu of notice as set out in Sections 5(b)(ii) and (iii), and any options granted to
the Employee will be immediately terminated.(d)
    
    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 shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of the
Employees employment in the case of Section 5(c). For purposes of this Agreement, no
such purported termination shall be effective without such notice.(e)
    
    On the termination of his employment for any reason, the Employee agrees to
deliver up to the Company all equipment and 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.(f)
    
    Notwithstanding the provisions of Sections 5(a), (b) and (c) the parties
acknowledge that, given the particular enterprise and business of the Company it is
crucial and necessary that the Employee maintains a close relationship with the Board
based on mutual loyalty, respect and trust. Accordingly, the Company agrees that the
Employee shall have a special right to terminate its engagement with the Company
pursuant to this Section for Good Cause (as defined in Section 2(h)) at any time within
twelve (12) months of the Takeover of Control of the Company (as defined in Section 2(f))
by giving notice of his resignation in writing to the Board. The notice of
resignation pursuant to this Section must be in writing, must cite this Section 5(f)and




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must contain at least one (1) months notice and not more than two (2) months
notice. The Employee will not receive any payment unless a notice resignation is
provided to the Company or a notice of termination is provided to Company. The
Employee must exercise this right within twelve (12) months of the Takeover of
Control as referred to herein. The Company shall be obligated to provide the
Employee with a payment on the fifth calendar day following the earlier of the last
calendar day specified in the notice of resignation or the notice of termination, as
applicable, pursuant to this Section and the date the Employee actually ceases to be
employed by the Company (the Date of Resignation) which shall consist of the
following amounts:
 (i)
    
    the Employees full salary through to the Date of Resignation
at the amount of the Employees then existing annual salary pursuant to
Schedule B at the time notice of termination or notice of resignation was
given, the amount of any reimbursable expenses pursuant to Schedule B, plus
an amount equal to the amount, if any, of any bonuses previously made to the
Employee which have not been paid, accrued vacation and any other amounts due
upon termination or resignation;(ii)
    
    in lieu of further salary for periods subsequent to the Date of
Resignation, a payment equal to twelve (12) the number of months set out in
Schedule B at the rate of the Employees then existing annual salary and
incentive bonus pursuant to Schedule B.; and(iii)
    
    subject to Section 5(f)(iv), in lieu of common shares of the
Company issuable upon exercise of options, if any, previously granted to the
Employee under the Companys incentive programs and remaining unexercised at
5:00 p.m. (Toronto time) on the fourth calendar day following the Date of
Resignation, which options shall be cancelled upon the payment referred to
herein, a cash amount equal to the aggregate difference between the exercise
price of all options held by the Employee, 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 Toronto Stock Exchange (or such
other stock exchange on which the Companys shares may be listed) for thirty
(30) calendar 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(f); and(iv)
    
    notwithstanding Section 5(f)(iii), the Employee shall have the
right, exercisable up to the fourth calendar day following the Date of
Resignation, to elect to waive the application of Section 5(f)(iii) following
the Date of Resignation. The Employee may exercise this election on or before
5:00 p.m. Toronto time on such fourth calendar day by delivering a notice in writing
to the Company of such waiver whereupon:




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(A)
    
    in accordance with the Companys stock option
plan, the Employees unvested options on shares of the Company shall
immediately vest and the Employees vested options on shares of the
Company will expire within ninety (90) calendar days of the Date of
Resignation; and(B)
    
    the Company shall be relieved of any obligation
in connection with termination of the Employees employment to make the
payment in Section 5(f)(iii).
 The Employee agrees to accept such compensation in full satisfaction of any
and all claims the Employee has or may have against the Company and the
Employee agrees to execute and deliver a full and final release in writing
of the Company with respect to the same upon payment of said sum, except
monies owing by either party to the other up to the Date of Resignation.
 (g)
    
    If the Employee should die during the period of his employment hereunder,
termination of his employment shall be deemed to have been effected by the Company and
the provisions of Section 5(b) shall apply. In such event, any payment to be made to
the Employee pursuant to this Agreement shall be paid to the legal representatives of
the Employee provided the Company has received notice of claim from the Employees
legal representative within sixty (60) calendar days of the Employees death, provided
further that any outstanding stock options shall continue to be exercisable by the
legal representatives of the Employee.(h)
    
    The Employee shall not be required to mitigate the amount of any payments
provided for under any paragraph of this Section by seeking other employment or
otherwise nor shall the amount of any payment provided for in this Section be reduced
by any compensation earned by the Employee as the result of employment by another
employer after the date of termination or otherwise.(i)
    
    The Manager will cease to be enrolled in any Company benefit plan after the
last day of any notice period given.
 6.
    
    Successors, Binding Agreement
 (a)
    
    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 Employee,
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 as 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 Section 6 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.




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(b)
    
    This Agreement shall enure to the benefit of and be enforceable by the
Employees successors and assigns.
 7.
    
    NoticesFor 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 when delivered or faxed or
on the fifth calendar day when mailed in Canada by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
 (a)
    
    If to the Employee, at the address and fax number provided in Schedule A.(b)
    
    If to the Company:Olympus Pacific Minerals Inc.
10 King Street East, Suite 500
Toronto, Ontario
M5C 1C3 Canada
Fax (416) 572-4202
  8.
    
    Governing Law
  9.
    
    Miscellaneous
  10.
    
    Severability




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11.
    
    Counterparts and Facsimile
  12.
    
    Assignability
  13.
    
    Competitive Activity
 A
 (a)
    
    be directly or indirectly engaged in any company or firm which is a direct
competitor to the Company in any province in Canada or any country where the Company is
carrying on business;(b)
    
    be employed by another company which may be formed as a direct competitor to
the Company in Canada;(c)
    
    intentionally act in any manner that is detrimental to the relations between
the Company and its customers, employees or investors; and(d)
    
    solicit any of the customers and investors of the Company or be connected with
any person, firm or corporation soliciting or servicing any other customers, employees
or investors of the Company.




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14.
    
    Confidentiality
  15.
    
    Time of the Essence
  16.
    
    Entire Agreement
   OLYMPUS PACIFIC MINERALS INC.By:Name:  David A. SetonTitle:    Chairman and Chief Executive Officer James W. Hamilton




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SCHEDULE A
POSITION AND RESPONSIBILITIES OF THE EMPLOYEE
 (a)
    
    Name of Employee:  James W. HamiltonAddress:            
        114-107 The Queensway, Toronto, Ontario M6S 5B6, CanadaFax Number:(b)
    
    Position:                    Vice President, Investor Relations(c)
    
    Position Description:Organizes and directs strategies and programs to represent the
Company in matters involving all applicable government regulations, as well as shareholders
and potential investors. Provides policy direction and leads efforts to promote the Company
to shareholders and investors. Develops and maintains external communication programs.(d)
    
    Schedules A and B Valid:        1 January 2008 to 31 December 2008Schedules A and B Renewal:  1 January 2009 to 31 December 2009(e)
    
    Contract Term:                    1 January 2008 to 31 December 2009(f)
    
    Location(s):                          Toronto, Ontario, Canada(g)
    
    Responsible to:                    Chief Executive Officer(h)
    
    Responsible for:Promoting the Company and ensuring all shareholders are informed of all
material facts as authorized by the Board including press releases, filings on SEDAR and EDGAR
and the publication of the Companys annual report and information circular.(i)
    
    Duties and Authority:Investor communications as authorized by the Board and Management
through its agreed objectives, policies, budgets etc.(j)
    
    Time Spent on the Company:            Full Time(k)
    
    Extra activities agreed to:                  None




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SCHEDULE B
FEE SCHEDULE AND CRITERIA FOR BONUS
 (a)
    
    Name of Manager:  James W. Hamilton(b)
    
    Position:                   Vice President, Investor Relations(c)
    
    Year:                          1 January 2008 to 31 December 2008(d)
    
    Note:                          Currency used is Canadian dollars(e)
    
    TOTAL Direct Compensation Target: made up from (f) Annual Base Salary, (g) STIP $Target
Bonus and (h) LTIP $ Target Opportunity = C$231,600(f)
    
    Annual Base Salary =C$132,000
 Incentive Bonus
 (g)
    
    Annual Short Term Incentive Plan (STIP) target bonus to be added to Annual Base Salary by
way of two payments, 30% of annual STIP performance based on June 30 data and the balance in
January 2009:
 (i)
    
    STIP Target Bonus as % of Annual Base Salary (%):    30% or $39,600(ii)
    
    Threshold Bonus as a % of Annual Base Salary (%):     15% or $19,800(iii)
    
    Maximum Bonus as a % of Annual Base Salary (%):     45% or $59,400(iv)
    
    Qualitative and Quantitative Performance Targets as
Agreed:in boldwith þ
 STIP or the Short-Term Incentive Plan has been designed to drive behaviours of executives to
meet corporate strategy such as one-year corporate financial, operational and personal
targets of executives and include a mix of qualitative and quantitative objectives and
performance targets that meet the following characteristics:
 
    
    The STIP should be self funded i.e. savings should exceed costs;
    
    The STIP should stay within line of sight , i.e. within individuals scope of
influence;
    
    The STIP should be simple to understand and implement; and
    
    The STIP should still allow for board flexibility in decision making.




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(1)
    
    The Qualitative Short Term Performance Targetsare personal objectives and
include the executives normal role and performance expectations such as:
 
    
    Leadership attributes
    
    Dissemination of decision-making
    
    Employee communication
    
    Development of employee attributes
    
    Additional learning and development
    
    Safety support and training
    
    Cross-functional development etc.
 (2)
    
    The Quantitative Short Term Performance Targetsinclude not only corporate and
operation driven performance measures such as revenue, earnings per share, but also
ounces produced and/or sold, JORC resources, meters drilled, etc. Those selected from 1
January 2008 to 30 December 2008 YTD are listed below. Most officers have three of the
eight bolded and ticked, except for safety for COO, and all have Qualitative.
 1.
    
    Qualitative 20% or $26,400   þ2.
    
    Safety performance = average last 2 years target is 5% or$6,600   þ3.
    
    Raise capital, target = $50M available 20 May, Kicks in April, kicks out
30 June, target is 10% or $13,200   þ4.
    
    Ounces of Gold sold = budget 15,866 oz5.
    
    Gold Resources = Budgeted JORC, Better is +10%, Kicks in at 90%6.
    
    Reduction in Production Costs = target is 5% or $8,000 cash cost per
ounce of $441   þ7.
    
    Feasibility Studies = target is 5% or $6,600, BM scoping is 100%, PS + BM
profit path is 120%   þ8.
    
    Dak Sa progress as per FS project plan cost and % complete= 10%, like 1.
above
 TOTAL TARGET STIP = 30% of Base Salary or $39,600, max is 60% of Base salary or $59,400
 (h)
    
    Annual Long Term Incentive Plan (LTIP) target bonus to be added to Annual Base Salary$        Opportunity:C$60,000 worth of Olympus share options, from 1 January 2008,
vesting in thirds on 1 January 2009, 2010 and 2011, respectively.Black Scholes Conversion Details:C$60,000 = 319,000 share options at 40
cents/share based on April 30, 2008 VWAP of 34 cents as reviewed by Compensation
Committee.




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(i)
    
    Account Details for Payments to be made to:(j)
    
    Currency for Canadian Dollars to be converted into:(k)
    
    Name for LTIP Options:(l)
    
    Reimbursable Expenses and expatriate benefits:Travel, housing and field breaks as per
agreed policies filed on the Companys internal website from time to time. (If it is not
there, it does not exist.)(m)
    
    Performance Criteria:meet requirements as specified from time to time by the Chief
Executive Officer or the Board of Olympus Pacific Minerals Inc., a publicly-listed company
registered in Canada and traded on the Toronto Stock Exchange, the Frankfurt Exchange and the
Over-the-Counter Bulletin Board (US), and/or the Boards of the Companys subsidiaries.(n)
    
    Number of Months for Payment Pursuant to Takeover of Control: Twelve (12)