MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement dated for reference as of the 16th day of
July, 2005.

BETWEEN:

          OLYMPUS PACIFIC MINERALS INC., a British Columbia company having its
          head office at 10 King St East, Toronto Ontario M5C IC3, Canada

          (the "Company")

                                                               OF THE FIRST PART
AND:

          ORANGUE HOLDINGS LIMITED, a New Zealand company having its registered
          office at Wood Walten, Chartered Accountants, 55 Eighth Avenue,
          Tauranga, New Zealand

          (the " Consultant ")

                                                              OF THE SECOND PART
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.   Company wishes to retain the services for a fixed two year period of the
     Consultant for the provision of the Manager to assume the position of the
     Chief Executive Officer of the Company, and the Consultant and the Company
     wish to document the basis on which the Consultant will continue to provide
     such services to the Company.

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 Chief Executive Officer 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



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     by law. The Company shall have the right to approve the Manager made
     available to it (such approval not to be unreasonably withheld)

C.   At the request of the Company the Consultant has agreed to initially
     provide its employee David Alexander Seton for the position of Manager.
     Should the Consultant wish to replace David Alexander Seton with another
     employee it can only do so with the written approval of the Company.

D.   Consultant and the Company have agreed to enter into this management
     services agreement to ensure that the Consultant will continue to provide
     services to the Company and further to evidence the compensation and other
     benefits to be received by the Consultant in respect to such services.

NOW THEREFORE, in consideration of the mutual covenants and premises herein
contained, in consideration of the Consultant continuing to provide its 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.

1.   Interpretation

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

     (a)  "affiliate" has the meaning given to it by the Business Corporations
          Act (Yukon);

     (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 by the Board and the Consultant;

     (f.) "Term" means the period of two years from the date hereof;

     (g.) all references to currency mean United States currency;

     (h.) a reference to an entity includes any entity that is a successor to
          such entity;



                                        3


     (i)  the headings are for convenience only and are not intended as a guide
          to interpretation of this Agreement or any portion hereof;

     (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; and

     (k)  the phrase "person acting jointly or in concert" includes each and
          every person described in Section 96(1) of the Securities Act (British
          Columbia), as amended from time to time.

2.   Engagement

     (a)  The Company hereby engages the Consultant for a fixed two year period
          to provide the Manager as the Chief Executive Officer of the Company
          and the Consultant hereby accepts such engagement by the Company upon
          and subject to the terms and conditions hereinafter set forth.

     (b)  The Consultant agrees that the Manager will serve as a Director and/or
          an officer of associated or affiliated companies if so requested by
          the Directors as long as this Agreement remains in force.

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

     (d)  The Manager will coordinate and oversee the Company's general
          management, as stipulated by the Board, with full authority over such
          functions subject to the directions of the Board or such person or
          committee of the Board 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 Board.

     (e)  For the purposes of conducting Company business the Company will
          provide office facilities for the Manager in Toronto, Canada, however
          the Manager shall be present at and perform his duties primarily from

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