0001193125-08-040392 Sample Contracts

FORM OF STOCK OPTION AGREEMENT (DIRECTOR)
Stock Option Agreement • February 28th, 2008 • Golden Star Resources LTD • Gold and silver ores • Colorado
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MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • February 28th, 2008 • Golden Star Resources LTD • Gold and silver ores • Colorado

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of July 1, 2007, by and between Golden Star Resources Ltd., a company incorporated under the laws of Canada (the “Company”) and Golden Star Management Services Company, a Delaware corporation (the “Manager”). The Company and the Manager are each referred to herein as a “Party” and jointly as the “Parties.”

SEVERANCE AND RELEASE AGREEMENT
Severance and Release Agreement • February 28th, 2008 • Golden Star Resources LTD • Gold and silver ores • Colorado

This Severance and Release Agreement (the “Agreement”) dated as of February 1, 2008 is made between (i) Peter J. L. Bradford (“Mr. Bradford”), (ii) Caystar Management Holdings (the “Employer”) and (ii) Golden Star Resources Ltd. (the “Parent”). The Employer and Parent are collectively referred to as the “Company.” Mr. Bradford and the Company are referred to collectively as the “Parties” and individually as a “Party.”

FORM OF STOCK OPTION AGREEMENT (EMPLOYEE)
Stock Option Agreement • February 28th, 2008 • Golden Star Resources LTD • Gold and silver ores • Colorado
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