EX-3.21 24 file24.htm MANAGEMENT SERVICE AGREEMENT


                          MANAGEMENT SERVICE AGREEMENT

DATED 1 April 2007

PARTIES

1.   OLYMPUS PACIFIC MINERALS INC, a British Columbia company having its head
     office at 10 King Street, Toronto, Ontario M5C IC3; Canada ("the Company")

2.   WHOLESALE PRODUCTS TRADING LIMITED, a duly incorporated company having its
     registered office at 63 Red Hills Road, Massy, Auckland, New Zealand ("the
     Consultant")

WHEREAS

A.   The Company wishes to retain the services of the Consultant's director
     Peter Tiedemann ("Manager") as Chief Financial Officer and Company
     Secretary of the Company on the terms and conditions of this management
     service agreement.

B.   The Consultant and the Company have agreed to enter into this Agreement to
     ensure that the Manager will provide his services to the Company and
     further to evidence the compensation and other benefits to be received by
     the Consultant in respect to such services.

AGREEMENT

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

L.   INTERPRETATION

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

     "AFFILIATE" has the meaning given to it by the Canada Business Corporations
     Act;

     "AGREEMENT" means this management service agreement as from time to time
     supplemented or amended by one more agreements entered into pursuant to the
     applicable provisions hereof;

     "BOARD" means the Board of Directors of the Company;




     "COMPETITIVE ACTIVITY" means the Manager's participation, without the
     written consent of an officer of the Company, such consent not to be
     unreasonably withheld, in the management of any Competitive Operation, and
     shall not include (i) the mere ownership of securities in any enterprise or
     (ii) participation in the management of any enterprise or any business
     operation thereof, other than in connection with a Competitive Operation of
     such enterprise;

     "COMPETITIVE OPERATION" means any business operation engaging in
     substantial and direct competition with any mineral exploration activity or
     mining operation actively conducted by the Company or its subsidiaries on
     the date of termination of this Agreement;

     For the purposes of Clause 13, mineral exploration activity or a mining
     operation shall be considered in substantial and direct competition with
     the Company if such mining operation is conducted within the countries of
     Laos and Vietnam.

     "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 Clause 6 or which otherwise becomes bound by all
     the terms and provisions of this Agreement by operation of law;

     "NOTICE OF TERMINATION" means a notice that 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 Manager's services;

     "PERSON" has the meaning given to it by the Canada Business Corporations
     Act;

     "SET OBJECTIVES" means the corporate and operational objectives mutually
     set and agreed by the Board and the Manager;

     "TAKEOVER OF CONTROL" shall be evidenced by the acquisition by any person,
     or by any person and its affiliates, 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;

     "TSX" means Toronto Stock Exchange.

1.2  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.

1.3  All references to CURRENCY mean Canadian currency, unless expressly stated
     otherwise.

1.4  A reference to an ENTITY includes any entity that is a successor to such
     entity.


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1.5  The HEADINGS are for convenience only and are not intended as a guide to
     interpretation of this Agreement or any portion hereof.

1.6  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 that supplements or supersedes such statute
     or regulations.

2.   ENGAGEMENT

2.1  The Company hereby engages the Manager as Chief Financial Officer and
     Company Secretary of the Company and the Manager hereby accepts such
     engagement by the Company upon and subject to the terms and conditions
     hereinafter set forth.

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

2.3  The Manager will manage the Company's financial risks, financial planning,
     recordkeeping and reporting, with full authority over such functions
     subject to the directions of the Chief Executive Officer (to the extent
     necessary to enable the Chief Executive Officer to carry out his
     obligations) and to the Board acting through the Chairman of the Company or
     where appropriate the Chairman of the audit committee of the Board or such
     other person as is nominated by the Board. The Manager's duties and
     authority shall be those commonly associated with the above office and as
     assigned by the Company.

2.4  The Manager shall be present at and perform his duties primarily from
     Auckland and Toronto but, recognising that the position will require a
     considerable level of travel, the Manager shall be present at and perform
     his duties in other jurisdictions with such frequency and for such duration
     as is reasonably necessary for the proper and timely performance of the
     Manager's duties hereunder, provided that:

     a)   the Manager must first provide his consent to any relocation for a
          term of greater than three (3) months; and

     b)   the Manager can not be required to be on the road traveling for the
          Company on business more that 60 calendar days in any one year.

2.5  The Manager shall provide approximately 80% of his time, attention, and
     ability during regular working hours to the business and affairs of the
     Company and shall well and conscientiously serve the Company and use his
     best efforts to promote the interests of the Company during the
     continuation of its services hereunder.

2.6  In the event that any person, or any person and its affiliates, begins a
     tender or exchange offer, circulates a proxy to shareholders or takes other
     steps to effect a Takeover of Control of the Company, the Manager agrees
     that the Manager will not voluntarily stop providing his services to 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.


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3.   COMPENSATION

3.1  The Manager will be paid a monthly fee of US$11,250 (yielding an annual fee
     of US$135,000), subject to adjustments made pursuant to the terms of this
     Agreement (the "Fee"). The Company shall remit to Revenue Canada the
     withholding tax required to be remitted with respect to the Fees (if any)
     and the Consultant will file such tax returns and other documents with
     Revenue Canada as the Company may reasonably require each year in order to
     recover the amounts so remitted as withholding tax.

3.2  For so long as the Manager continues to provide services to the Company
     pursuant to this Agreement, the Board or a committee of the Board will
     carry out half-yearly reviews of the Manager's performance which will be
     measured against Set Objectives. Based on this review the Board may at its
     discretion pay a half yearly incentive bonus of up to 12.5% of the Annual
     Fee each January and July.

3.3  In addition to the foregoing, the Company will:

     (a)  Provide the Manager with and pay the business use and upkeep expenses
          of a Blackberry or similar-type technology shall also be provided by
          the Company for business use; and

     (b)  Reimburse the Manager for all travel expenses, including business
          class airfares actually incurred, car rentals, food and lodging and
          sundry expenses, expenses for assignments, relocations, and transfers;

     and all other expenses incurred in connection with the business of the
     Company of any of its subsidiaries. The Manager shall submit bills and
     vouchers reasonably satisfactory to the Board supporting all requests for
     reimbursement hereunder.

3.4  A review of the Manager's performance and compensation will be carried out
     on 1 February and 1 August 2008. That review will take into account the
     Manager's performance against agreed Set Objectives.

3.5  On the date of this Agreement and subject to regulatory acceptance, the
     Manager will receive options to purchase capital in the Company at any time
     up to and including a date five years from the date of this Agreement
     1,000,000 shares in the capital of the Company at $0.65.

3.6  The options will be non-transferable except to an entity controlled by the
     Manager and will vest as to 1/3 on issue, 1/3 at the end of one year and
     the remaining 1/3 at the end of two years, except in the events set out in
     Clauses 3.8 and 5 below, and will otherwise be subject to the rules of such
     of the TSX Exchange.

3.7  Nothing herein will disentitle the Manager from participating in any profit
     sharing or bonus programme, 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


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     its subsidiaries or affiliates are from time to time entitled. As term of
     compensation, the Manager will be enrolled in the Company's benefit plans
     and stock option plan effective date signing of agreement.

3.8  If the Manager dies during the term of this Agreement all options will
     immediately be vested and become exercisable.

4.   HOLIDAYS

4.1  The Manager will be entitled to four weeks of annual holidays with pay
     during the term of this Agreement with none of such holidays to be carried
     through to the next year.

4.2  All holidays are to be taken:

     (a)  at times mutually agreed between Company and Manager or failing
          agreement as reasonably directed by the Company; and

     (b)  in blocks not exceeding three weeks at any one time.

4.3  The Manager will receive a five-week vacation entitlement upon completion
     of his fifth year of service.

5.   TERMINATION

5.1  The Manager may terminate this Agreement and by giving the Company at least
     six (6) weeks written notice (the "Manager's Termination Notice"), provided
     that the Company shall have the right to give written notice to the Manager
     that the Company is waiving the full notice period and is permitting this
     Agreement and the services of the Manager to be terminated upon a date that
     is less than six (6) weeks after the date of the Manager's Termination
     Notice as determined by the Company and further provided that all fees,
     benefits, and bonuses payable to the Manager hereunder and all other
     obligations of the Company to the Manager hereunder shall cease upon such
     termination notwithstanding the provisions of Clause 2 or any other Clause
     hereof. Any monies owed by the Manager to the Company up to the date of
     termination shall then be paid by the Manager to the Company.

5.2  The Company may terminate this Agreement and the engagement of the Manager
     without cause, in which event the Company shall be obligated to provide the
     Manager with a severance payment in lieu of notice. Such severance payment
     shall be payable on the fifth day following the notice of termination (the
     "Company's Notice of Termination") and shall consist of the following
     amounts:

     (a)  The Manager's full Fee 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 that amount, if any, of any awards previously
          made to the Manager which have not been paid;


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     (b)  In lieu of further fee for periods subsequent to the date of the
          Company's Notice of Termination, a severance payment equal to six (6)
          months of the Manager's then existing annual fee pursuant to clause 3;
          and

     (c)  The Manager's options on shares of the Company shall remain in full
          force and effect for the balance of the term of such options and the
          option agreements shall be deemed to have been amended, to the extent
          required, to the effect that any such provision which would otherwise
          delay the vesting of such options or terminate such options as a
          result of the termination of the Manager's services shall be null and
          void.

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

5.3  The Company may at any time terminate the engagement of the Manager and
     this Agreement for cause that would in law permit the Company to, without
     notice, terminate the Manager, in which event the Manager shall not be
     entitled to a severance payment in lieu of notice, and any options granted
     to the Manager will be immediately terminated.

5.4  Any termination by the Company pursuant to Clauses 5.2 and 53 shall be
     communicated by written Notice of Termination. For purposes of this
     Agreement, no such purported termination shall be effective without such
     notice.

5.5  On the termination this Agreement for any reason, the Manager agrees to
     deliver up to the Company all documents, financial statements, records,
     plans, drawings, and papers of every nature in any way relating to the
     affairs of the Company and its associated or affiliated companies which may
     be in his possession or under his control.

5.6  Notwithstanding the provisions of Sections 5A, 5.2 and 5.3 the parties
     acknowledge that, given the particular enterprise and business of the
     Company it is crucial and necessary that the Manager maintain a close
     relationship with the Board based on mutual loyalty, respect and trust.
     Accordingly, the Company agrees that if the Manager elects to terminate his
     services based on the sole reason that there has been a Takeover of
     Control, then the Manager may give notice in writing to the Board. The
     notice must contain at least one month's notice and not more than two
     month's notice. The Manager must exercise this right within six months of
     the Takeover of Control ("Date of Resignation"). The Company shall be
     obligated to provide the Manager with a severance payment on the. fifth day
     following the Date of Resignation which shall consist of the following
     amounts:

     (a)  The Manager's full fee through to the Date of Resignation at the rate
          in effect at the time notice of termination or notice of resignation
          was given, plus an amount equal to the amount, if any, of any awards
          previously made to the Manager which have not been paid; and

     (b)  In lieu of further fee for periods subsequent to the Date of
          Resignation, an amount equivalent to one year's fee, calculated on the
          Manager's monthly fee at the highest rate in effect during the six
          month period immediately preceding the Date of Resignation, exclusive
          of any benefits, bonuses, etc; and


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     (c)  In lieu of common shares of the Company issuable upon exercise of
          options, if any, previously granted to the Manager under the Company's
          incentive programs and remaining unexercised on the fourth day,
          following the Date of Resignation, which options shall be cancelled
          upon the payment referred to herein, a cash amount equal to the
          aggregate spread between the exercise price of all options held by the
          Manager, whether or not then fully exercisable, and the higher of:

          (i)  The average of the closing prices of the Company's common shares
               as reported on the TSX (or such other stock exchange on which the
               Company's shares may be listed) for 30 days preceding the Date of
               Resignation; or

          (ii) The average price actually paid for the most highly priced one
               percent (1%) of the Company's common shares, however and for
               whatever reason by any person who achieves Takeover of Control of
               the Company; and

     (d)  The Manager shall have the right exercisable up to the fourth day
          following the Date of Resignation, to elect to waive the application
          of Clause 5.6(c) following termination of the Manager's services. The
          Manager may exercise this election on or before 5:00 p.m. Toronto time
          on such fourth day by delivering a notice in writing to the Company of
          such waiver whereupon:

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

          (ii) The Company shall be relieved of any obligation in connection
               with termination of the Manager's services to make the payment in
               Clause 5.6(c).

          The Manager agrees to accept such payment in full satisfaction of any
          and all claims the Manager has or may have against the Company and the
          Manager agrees to release 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 and any payment under paragraph 5.2(c).

5.7  If the Manager should die during the period of this engagement hereunder,
     termination of this Agreement shall be deemed to have been effected by the
     Company and the provisions of Clause 5.2 shall apply. In such event, any
     payment to be made to the Manager pursuant to this Agreement shall be paid
     to the legal representatives of the Manager provided the Company has
     received notice of claim from the Manager's legal representative within
     sixty (60) days of the Manager's death, provided further that any
     outstanding stock options shall continue to be exercisable by the legal
     representatives of the Manager until the earlier of the expiry date of the
     options and twelve (12) months following the date of death of the Manager.


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5.8  The Manager shall not be required to mitigate the amount of any payments
     provided for under any paragraph of this Clause 5 by seeking other
     engagement or otherwise nor shall the amount of any payment provided for in
     this Clause be reduced by any compensation earned by the Manager as a
     result of engagement by another Company after the date of termination or
     otherwise.

6.   SUCCESSORS - BINDING AGREEMENT

6.1  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 Manager, 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.

6.2  This Agreement shall enure to the benefit of and be enforceable by the
     Manager's successors and assigns.

7.   NOTICES

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

     THE MANAGER:
     Name:          Wholesale Products Trading Limited
     Address:       63 Red Hills Road, Waitakere City,
                    Auckland,
                    New Zealand.
     Email:         pect@xtra.co.nz

     THE COMPANY:
     Name:          Olympus Pacific Minerals Inc.
     Address:       Suite 500, 10 King Street East Toronto, ON
                    CANADA M5C 1C3
     Fax:           +1 416 572 4202

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


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8.   GOVERNING LAW

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

9.   MISCELLANEOUS

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

10.  SEVERABILITY

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

11.  COUNTERPARTS

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

12.  ASSIGNABILITY

12.1 Neither of the parties hereto shall, without the consent of the other,
     assign or transfer this Agreement or any rights or obligations hereunder,
     except as provided in Clause 6 above. Without limiting the foregoing, the
     Manager'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 Manager may assign his rights and
     obligations pursuant to this Agreement, to a company or other entity wholly
     controlled by the Manager which undertakes to the Company to make the
     Manager's services available to the Company on identical terms and
     conditions as this Agreement.

13.  COMPETITIVE ACTIVITY

13.1 The Company expressly consents that the Manager will provide part time
     consulting services to Zedex Minerals Limited.


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13.2 During the term of this Agreement and for a period of one (1) year
     following the date of termination of this Agreement, the Manager shall not
     engage in any Competitive Activity.

14.  CONFIDENTIALITY

14.1 The Manager shall not either during the term of this Agreement or at any
     time thereafter:

     a.   unless required by law, 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

     b.   shall not without the written consent of the Company either during the
          continuance of this Agreement or at any time thereafter use for his
          own purpose or any purpose other than those of the Company and
          information he may acquire in relation to the business and affairs of
          the Company.

14.2 The Manager agrees, during the term of this Agreement and at all times
     thereafter to keep confidential all information and material provided to
     his 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.

SIGNED

SIGNED for and on behalf of
OLYMPUS PACIFIC MINERALS INC.
by its authorized signatory in the         /s/ DAVID SETON
presence of:                               -------------------------------------
                                           AUTHORIZED SIGNATORY


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SIGNED by WHOLESALE       )
PRODUCTS TRADING LIMITED  )
in the presence of:       )


/s/ PETER TIEDEMANN
----------------------------------------   -------------------------------------
DIRECTOR'S SIGNATURE                       DIRECTOR'S NAME


/s/ E.C. TIEDEMANN
----------------------------------------   -------------------------------------
DIRECTOR'S SIGNATURE                       DIRECTOR'S NAME


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