Filed by sedaredgar.com - Rouge Resources Ltd. - Exhibit 4b






AMENDED MANAGEMENT AGREEMENT


  
    
      
        THIS AGREEMENT made effective May 1, 2008 

      

    

  



BETWEEN: 


  
    
      
        ROUGE RESOURCES LTD (formerly GEMSTAR RESOURCES
          LTD.) , a company duly incorporated pursuant to the laws of British
          Columbia with an office located at 220 Decourey Dr., Gabriola Ixland,
          British Columbia, V0R 1X1; 

        (the "Company") 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        DARCY KRELL, doing business as DK Financial Consultants,
          of 220 Decourey Dr., Gabriola Ixland, British Columbia, V0R 1X1; 

        (hereinafter called the "Manager") 

      

    

  



OF THE SECOND PART 

W H E R E A S: 

A.                    
The Company is engaged in the natural resource industry and requires the
services of a manager to fulfill the day to day responsibilities imposed on the
Company; and 

B.                    
The Manager has agreed to act as manager of the Company; 

                        
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in
consideration of the premises, the mutual covenants and agreements herein
contained the parties hereto hereby agree as follows: 

1.                    
The Company hereby agrees to retain the managerial services the Manager for a
period of one year commencing on the date of this agreement and continuing
thereafter from month to month unless and until terminated as hereinafter
provided. 

2.                    
The Manager shall serve the Company, and any subsidiaries from time to time
owned by the Company, in such capacity or capacities and shall perform such
duties and exercise such powers as may from time to time be determined by
resolution of the Board of Directors of Company. 




2

3.                    
Notwithstanding the control vested in the Board of Directors with respect to the
activities of the Manager, the Manager shall have from the date of commencement
of this Agreement, the authority and responsibility to deal with the following
subject matters: 

	 	(a) 	
      maintaining the services of professionals for the purpose
      of reviewing all prospects introduced to the Company for investment or
      participation;

	 	 	 
	 	(b) 	
      selecting on the basis of evaluations provided by
      professionals after consideration of the risk factors involved, suitable
      properties for acquisition and participation;

	 	 	 
	 	(c) 	
      negotiating contracts with potential participants in
      ventures to be participated in by the Company;

	 	 	 
	 	(d) 	
      negotiating for and obtaining the services of operators
      for the Company's prospects, or if the Company is the operator,
      negotiating for and obtaining the services of drilling
  contractors;

	 	 	 
	 	(e) 	
      conducting on-site inspections of all projects undertaken
      by the Company;

	 	 	 
	 	(f) 	
      arranging for and securing financings for the Company as
      may be permitted by regulatory bodies;

	 	 	 
	 	(g) 	
      arranging for timely disclosure of all material facts in
      the affairs of the Company;

	 	 	 
	 	(h) 	
      arranging for the collection of all receivables and
      production revenue to be obtained by the Company;

	 	 	 
	 	(i) 	
      negotiating for and concluding all oil and gas or other
      natural resource products sales contracts, as well as any contracts
      relating to non-resource acquisitions;

	 	 	 
	 	(j) 	
      establishing and maintaining suitable banking
      relations;

	 	 	 
	 	(k) 	
      ensuring the maintenance of proper accounting records and
      compiling monthly statements of the source and application of
  funds;

	 	 	 
	 	(l) 	
      arranging for payment of all payables of the Company
      and/or any subsidiaries;

	 	 	 
	 	(m) 	
      perusing and replying to all corporate inquiries and
      correspondence;

	 	 	 
	 	(n) 	
      securing and obtaining for the benefit of the Company
      competent tax advice, legal advice and services and accounting services;
      and

	 	 	 
	 	(o) 	
      all such other duties as may be imposed upon the Manager
      from time to time due to the nature of the Company's
  business.







3

4.                    
The remuneration of the Manager for the services hereunder shall be at the rate
$5,000 per month together with such increments thereto as the Board of Directors
of the Company may from time to time determine. In addition, the Company shall
pay the Manager $1,500 per month for use of office space which is open to
renegotiation when required.

5.                    
The Manager shall be reimbursed for all travelling and out-of-pocket expenses
actually and properly incurred by it in connection with its duties hereunder. In
respect of expenses, the Manager shall provide statements and vouchers to the
Company as and when required by the Company. 

6.                    
The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or
company of which more than 50% of the outstanding shares carrying voting rights
at all times are for the time being owned by or held for the benefit of the
Company and any other corporation or company in like relation to the Company and
include any corporation or company in like relation to a subsidiary. 

7.                    
Any notice required or permitted to be given hereunder to the Manager or to the
Company shall be delivered or sent by facsimile, addressed to the Manager or the
Company at their respective offices from time to time in existence. 

8.                    
This Agreement may be terminated by either party on ninety (90) days written
notice to the other party. 

9.                    
The provisions of this Agreement shall be governed by and interpreted in
accordance with the laws of the Province of British Columbia. 

                        
IN WITNESS WHEREOF, the parties hereto have hereunto caused
these presents to be executed, as of the day and year first above written. 

ROUGE RESOURCES LTD. 

 

	/s/ Darcy
      Krell 	 	 /s/ Linda Smith 
	Darcy Krell, 	 	Linda Smith, 
	Director 	 	Director