MANAGEMENT SERVICES AGREEMENT
 st
  OLYMPUS PACIFIC MINERALS INC .
 Company
   CAWDOR HOLDINGS LIMITED ,
 Consultant
  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.
    
    The Company wishes to engage the services of the Consultant as set out in Schedule A on the
terms and conditions of this Agreement.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 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 by law. The Company shall have the right to approve the Manager made
available to it (such approval not to be unreasonably withheld).




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C.
    
    At the request of the Company, the Consultant has agreed to initially provide the services of
its employee for the position of Manager as provided in Schedule A. Should the Consultant
wish to replace the above referenced employee of the Consultant with another employee of the
Consultant it can only do so with the prior written approval of the Company.D.
    
    The Consultant and the Company have agreed to enter into this Agreement to ensure that the
Consultant will continue to provide services to the Company and further to evidence the fees
and other benefits to be received by the Consultant 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;(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 to by the Board and the Consultant;(f)
    
    Term means the period of the engagement of the Consultant as set out in
Schedule A;(g)
    
    all references to currency shall mean the currency as set out in Schedule B;(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; and(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.
 1.2
    
    Schedules
  A
 B
 2.
    
    Engagement
 (a)
    
    The Company hereby engages the Consultant for the Term to provide the Manager
to assume the position set out in Schedule A and the Consultant 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 Consultants responsibilities, duties and authority shall be as provided in
Schedule A.(d)
    
    The Consultant shall be present at and perform its duties at such location, or
locations, set out in Schedule A and as mutually agreed upon between the Consultant
and the Company, but, recognizing that the position will require a considerable level
of travel, the Consultant shall be present at and perform its duties in other
jurisdictions with such frequency and for such duration as is reasonably necessary for
the proper and timely performance of the Consultants duties hereunder, provided that:
 (i)
    
    the Consultant must first provide its consent to any relocation
for a term of greater than three (3) months; and(ii)
    
    the Consultant cannot be required to be on the road traveling
for the Company on business more than sixty (60) calendar days in any one year.
 (e)
    
    The Manager shall devote so much of its time to the business and affairs of the
Company as provided in Schedule A and as mutually agreed upon between the




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Consultant and the Company and shall well and conscientiously serve the Company and
use its best efforts to promote the interests of the Company during the continuation
of its 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.
 (f)
    
    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 Consultant to perform the services required hereunder, the Company will
provide evidence of the authority of the Manager or its representatives as agent for
the Company hereunder.(g)
    
    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 Consultant agrees that the Manager will not
voluntarily leave the employ of the Consultant, and will render services to the Company
in accordance with its 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 (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).(h)
    
    As used herein voluntary termination by the Consultant of its engagement 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
Consultants express written consent:
 (i)
    
    without the written agreement of the Consultant, the nature of
the duties, requirements and arrangements of the Consultant are substantially




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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 Manager as set out in Schedule A for a publicly listed
mining company;
 (ii)
    
    a reduction by the Company in the Consultant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 Consultant 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 Consultant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 Consultants or the Manager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 Consultant or the Manager are 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 Consultants or the Managers benefits under all the Existing Plans and all
amendments thereto and plans substituted therefore, as compared to the
Consultants or the Manager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 Consultant or the Manager with the number of paid vacation days to
which the Consultant or the Manager is entitled in accordance with the
Companys general vacation policy in effect immediately prior to the Takeover
of Control.
 3.
    
    Fees
 (a)
    
    The Consultant will be paid an annual fee as provided in Schedule B.(b)
    
    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. Income taxes payable by the Consultant or
Manager in any jurisdiction in which the Consultant or Manager is required to pay
income taxes are the sole responsibility of the Consultant or Manager, as applicable,
and not the responsibility of the Company. If the location or locations




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that the Consultant or Manager performs its duties, as set out in Schedule A, is
outside of Canada, the Company will deduct and pay income tax as directed by the
Consultant or Manager. The Company will make the deductions required by law prior
to payment with details provided to the Consultant per payment and per annum.
 (c)
    
    The Consultant shall be solely responsible, as an independent contractor, for
complying with all applicable laws, rules and regulations, including, if applicable,
without limitation the requirements of the Income Tax Act(Canada), the Employment
Insurance Act(Canada) and the Canada Pension Plan Actor similar legislation in other
jurisdictions.The Consultant shall be responsible for deducting all applicable federal
and provincial income taxes, Canada Pension Plan deductions and Employment Insurance
premiums on any remuneration provided by the Company to the Consultant and for
remitting same, if applicable, to Canada Revenue Agency or such other governmental
authorities as prescribed by law.(d)
    
    In addition to the foregoing, the Company will reimburse the Consultant in
accordance with Schedule B for expenses incurred in connection with the business of
the Company and any of its subsidiaries.(e)
    
    The Consultant shall submit bills and vouchers reasonably satisfactory to the
Board supporting all requests for reimbursement hereunder.(f)
    
    For so long as the Consultant continues to provide services to the Company
pursuant to this Agreement, an incentive bonus will be awarded to the Consultant at the
discretion of the Board or a committee of the Board following performance reviews as
provided in Schedule B.(g)
    
    Nothing herein will disentitle the Consultant from participating in any profit
sharing or bonus program, 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 executives of the Company or any of its
subsidiaries or affiliates are from time to time entitled. As a term of its engagement,
the Manager will be enrolled in the Companys benefit plans and stock option plan
effective the date of the signing of this Agreement.(h)
    
    If the Manager 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.
    
    Annual CommitmentExcluding field breaks as specified in Schedule B, during the Term of this Agreement the
Consultant agrees to provide the services of the Manager for forty-eight (48) weeks in each
year to be mutually agreed between the Company and the Consultant. If the




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Manager works for more than forty-eight (48) weeks in any calendar year, the Consultant may
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
it hereunder by giving the Company at least three (3) months prior 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 (the Companys
Termination Notice) and further provided that all fees payable to the Consultant
hereunder and all other obligations of the Company to the Consultant hereunder shall
cease upon the date specified in the Consultants Termination Notice or the Companys
Termination Notice, whichever is applicable, 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
 (i)
    
    a receiver or liquidator is appointed in respect of the
Company; or(ii)
    
    the Company fails to pay any moneys payable hereunder within
fourteen (14) calendar days of the due date and shall further fail to pay such
moneys within fourteen (14) calendar days of receiving written notice of such
failure from 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.(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 pay the
Consultant the amounts set out below. Such payment shall be payable on the fifth
calendar day following the date of the 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 pursuant to Schedule B, plus an




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amount equal to the amount, if any, of any bonuses 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 payment:
 (A)
    
    equal to three (3) months of the Consultants
then existing annual fees pursuant to Schedule B should termination
occur within the first twelve (12) months from the date the consultant
commenced providing services to the Company; or(B)
    
    equal to six (6) months of the Consultants
then existing annual fees pursuant to Schedule B should termination
occur after the first twelve (12) months from the date the consultant
commenced providing services to the Company; and
 (iii)
    
    the Consultant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 as set out in this
section.(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 the
payment in sections 5(c)(ii) or (iii), but shall be entitled to receive the full amount
of the Consultants fees due through to the date of the notice of termination as set
out in section 5(c)(i).(e)
    
    This Agreement shall be deemed to have been terminated by the Company if:
without the written agreement of the Consultant, the nature of the duties, requirements
and arrangements of the Consultant 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 Manager as set out in Schedule A for a
publicly listed mining company, in which event the Company shall be obligated to
provide the Consultant with a payment as described in Section 5.




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(f)
    
    Any termination by the Company pursuant to Section 5(c) or (d) 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(d), shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the Consultants
engagement. 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
deliver up to the Company all equipment, all documents, financial statements, records,
plans, drawings, papers of every nature in any way relating to the affairs of the
Company and its associated or affiliated companies which may be in its possession or
under its control and, if applicable, the Managers resignation as a Director of the
Company and any subsidiary of the Company, effective immediately.(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 the Consultant 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(g)) by giving
notice of its 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 (2) months notice. The Consultant will
not receive any payment unless a notice resignation is provided to the Company or a
notice of termination is provided to Company. The Consultant 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 Consultant 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
Consultant actually ceases to be employed by the Company (the Date of Resignation)
which shall consist of the following:
 (i)
    
    the Consultants fees through to the Date of Resignation at the
amount of the Consultants then existing annual fee 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 Consultant which have
not been paid, accrued vacation and any other amounts due upon termination or
resignation;




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(ii)
    
    in lieu of further fees for periods subsequent to the Date of
Resignation, a payment equal to the number of months set out in Schedule B at
the rate of the Consultants then existing annual fee and incentive bonus
pursuant to Schedule B; and(iii)
    
    subject to Section 5(h)(iv), in lieu of common shares of the
Company issuable upon exercise of options, if any, previously granted to the
Consultant 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 Consultant, 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(g); and(iv)
    
    notwithstanding Section 5(h)(iii), the Manager 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(h)(iii) following
the Date of Resignation. The Manager 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:
 (A)
    
    in accordance with the Companys stock option
plan, the Consultants unvested options on shares of the Company shall
immediately vest and the Consultants vested options on shares of the
Company will expire within ninety (90) days of the Date of Resignation;
and(B)
    
    the Company shall be relieved of any obligation
in connection with termination of the Consultants engagement to make
the payment in Section 5(h)(iii).
 The Consultant agrees to accept such compensation in full satisfaction of
any and all claims the Consultant has or may have against the Company and
the Consultant 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.




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(i)
    
    The Consultant shall not be required to mitigate the amount of any payment
provided for under any paragraph of this Section 5 by seeking other engagement or
otherwise nor shall the amount of any payment provided for in this Section 5 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 or the Manager to the Company against any amounts payable by the Company to
the Consultant hereunder.(k)
    
    The Manager will cease to be enrolled in any Company benefit plan after the
last day of any notice period given.
 6.
    
    Successors, Binding AgreementThis 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 Section 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.
    
    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 on the first following
calendar day when delivered or faxed or on the fifth following calendar day when mailed in
Canada by registered or certified mail, return receipt requested, postage prepaid, addressed
as follows:
 (a)
    
    If to the Consultant, at the address and fax number provided in Schedule A.(b)
    
    If to the Company:




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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 LawThe validity, interpretation, construction and performance of this Agreement shall be
governed by the laws of the Province of Ontario and the laws of Canada.9.
    
    MiscellaneousNo 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.
    
    SeverabilityThe 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 and FacsimileThis Agreement may be executed in one or more counterparts and by facsimile transmission,
each of which shall be deemed to be an original but all of which together will constitute
one and the same Agreement.12.
    
    AssignabilityNeither 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.
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 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.




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13.
    
    Competitive Activity
 (a)
    
    Except to the extent provided in Schedule A, during the Term of this
Agreement and for a period of one (1) year following the date of termination of this
Agreement, neither the Consultant nor the Manager shall:
 (i)
    
    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;(ii)
    
    be employed by another company which may be formed as a direct
competitor to the Company in Canada;(iii)
    
    intentionally act in any manner that is detrimental to the
relations between the Company and its customers, employees or investors; and(iv)
    
    solicit any of the customers, employees 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.
 14.
    
    ConfidentialityThe 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 prior 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 EssenceTime shall be of the essence of this Agreement.




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16.
    
    Entire AgreementThis 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.
    
    IndemnityTo 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
may be made against it 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 the Manager acting as an officer and/or director of the
Company whether sustained or incurred by reason of its 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.




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OLYMPUS PACIFIC MINERALS INC.By:Name:
    David A. SetonTitle:
    Chairman and Chief Executive OfficerCAWDOR HOLDINGS LIMITEDBy:Name:Title:




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SCHEDULE A
RESPONSIBILITIES AND ENGAGEMENT OF THE CONSULTANT AND MANAGER
 (a)
    
    Name of Manager:Russell John GrahamAddress:Fax:(b)
    
    Position: Vice President, Finance-Viet Nam 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).(c)
    
    Position Description:Plans, directs and controls the divisions
overall financial plans and accounting practices. Directs one or more
of the following functions such as budgeting, tax, real estate, legal,
and information/communication technology, in addition to the accounting
function.(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):Da Nang, Viet Nam(g)
    
    Responsible to:Chief Financial Officer(h)
    
    Responsible for:Initiating, coordinating and supervising cost-effective accounting,
administration, procurement, information/communication technology and legal services, and
ensuring all regulatory filings of OYM-VN and the Companys subsidiaries are complete and on
schedule. Where necessary, coordinate with government representatives and outside
professional service providers such as solicitors, auditors, staff training facilitators.
Maintain local professional association memberships and contacts to ensure up-to-date and
current information on changes occurring within Managers areas of responsibility.(i)
    
    Duties and Authority:As set out in agreed upon Company objectives, budgets and policies,
agreements and Board directives of Olympus Pacific Minerals Inc.-Viet Nam and its subsidiaries
including regular visits to the various operations to coordinate and complete project plans.(j)
    
    Time Spent on the Company:Full Time(k)
    
    Extra activities agreed to:Not applicable




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SCHEDULE B
FEE SCHEDULE AND CRITERIA FOR BONUS
 (a)
    
    Name of Manager:Russell John Graham(b)
    
    Position:Vice President, Finance-Viet Nam(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$244,600(f)
    
    Annual Base Salary = C$142,000
 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 $42,600(ii)
    
    Threshold Bonus as a % of Annual Base Salary (%): 15% or $21,300(iii)
    
    Maximum Bonus as a % of Annual Base Salary (%): 45% or $63,900(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 15% or $21,300þ2.
    
    Safety performance = average last 2 years3.
    
    Raise capital, target = $50M available 20 May, Kicks in April, kicks out
30 June4.
    
    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 $7,100 cash cost per
ounce of $441þ7.
    
    Feasibility Studies = target is 5% or $7,100, BM scoping is 100%, PS + BM
profit path is 120%þ8.
    
    Dak Sa progress as per FS project plan cost and % complet e= 5% or
$7,100þ
 TOTAL TARGET STIP = 30% of Base Salary or $42,600, max is 45% of Base salary or $63,900
 (h)
    
    Annual Long Term Incentive Plan (LTIP) target bonus to be added to Annual Base Salary
 (i)
    
    $ Opportunity:C$60,000 worth of Olympus share options, from 1 January 2008,
vesting in thirds on 1 January 2009, 2010 and 2011, respectively.(ii)
    
    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)