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MANAGEMENT SERVICES AGREEMENT

THIS AGREEMENT dated effective as of the 30th day of June,
  2005.

|BETWEEN: | WALTER P.W. NOTTER, of 
        P.O. Box 157, Muhlebackstrasse 27 
        Thalwil, Switzerland CH-8800
      (hereinafter called the Manager)
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------

OF THE FIRST PART

|AND: | RAPA MINING INC., a company incorporated under
        the laws 
        of the State of Nevada
      (hereinafter called the Company)
|---- | ----------------------------------------------------------------------------------------------------------------------------------------

OF THE SECOND PART

WHEREAS:

|A. | The Manager has business and management expertise;                                                     
|-- | -------------------------------------------------------------------------------------------------------
|   |                                                                                                        
|B. | The Company requires management services and wishes
        the Manager to provide same to the Company.

NOW THEREFORE THE PARTIES HAVE AGREED and do hereby
agree as follows:

|1. | The Manager hereby agrees to provide its services
        and to act as the as a director of, and as the Chief Executive Officer
        and President of the Company and to carry out management and direction
        of the business of the Company, including managing and supervising and
        coordinating the business activities carried out by the Company (the Management
        Services).                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | In consideration of the Manager providing all the
        Management Services to the Company, the Company agrees to pay to the Manager
        a consulting fee in the amount of €5,000.00 (EURO  net 
        exclusive Tax, VAT, etc.), per month payable on the 1stday
        of each month (the Consulting Fee) from July 1st2005
        until December 31st2005.                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The amount for the time after January 1st2006
        will be negotiated in December 2005. If than no new amount can be agreed,
        the amount of €5,000.00 will be paid on until the end of the contract
        or a new amount is agreed.                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | In addition to the payment of the Consulting Fee,
        the Company agrees to reimburse the Manager for any properly receipted
        expenses directly attributable to performing its obligations to the Company
        pursuant to this Agreement (the Reimbursable Expenses).                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | The Company further agrees that, in addition to the
        payment of the Consulting Fee and the reimbursement of the Reimbursable
        Expenses, the Manager will be granted options to purchase 250,000 shares
        of the Companys common stock pursuant to the Companys 2005
        Stock Option Plan at an exercise price of $1.05 per share for a period
        of five (5) years from the date of issuance.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | It is agreed that the Management Services to be provided
        by the Manager to the Company will account for approximately 10% of the
        Managers monthly business time. The Manager will not be restricted
        from participating in other business activities that do not conflict with
        his duties and obligations to the Company under this Agreement.                                               

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|6.  | The Manager covenants and agrees with the
        Company to at all times use his best efforts to advance the interests
        of the Company and to faithfully, industriously and, to the best of his
        abilities, perform the Management Services and the Manager further covenants
        and agrees with the Company that it will no engage in any activities that
        would bring the Companys reputation into disrepute.                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.  | The Manager represents and warrants to
        the Company as follows and acknowledges that the Company is relying upon
        these representations and warranties in entering into this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.  | The Manager acknowledges and agrees with
        the Company that he will at all times be an independent contractor and
        shall not at any time be or be deemed to be an employee of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.  | This Agreement shall be for a term of one
        (1) year commencing on the date first written above and ending on July
        1st2006 (the Termination Date).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10. | Notwithstanding Section 5 of this Agreement,
        unless the Company provides the Manager or conversely with written notice
        of its intention not to extend this Agreement at least ninety (90) days
        prior to the Termination Date, the term of this Agreement shall automatically
        extend for an additional one (1) year period commencing on the Termination
        Date, and shall automatically extend for such further one (1) year periods
        beginning on the anniversary of the Termination Date (the Anniversary
        Date) unless the Company provides the Manager with written notice
        of its intention not to extend this Agreement at least ninety (90) days
        prior to the Anniversary Date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11. | No amendment or termination of this Agreement
        shall be valid unless it is in writing and executed by both parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12. | Time shall be of the essence of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.



|/s/ Walter P.W.
      Notter | 
|---------------------------- | 
|Walter P.W. Notter           | 

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|**RAPA MINING INC.**                    | 
|--------------------------------------- | 
|by its authorized signatory             | 
|                                        | 
|                                        | 
|/s/ Walter P.W.
      Notter            | 
|Signature of
      Authorized Signatory | 
|                                        | 
|                                        | 
|Walter P.W. Notter                      | 

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