0001193125-11-043945 Sample Contracts

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2011 • Golden Star Resources LTD • Gold and silver ores

This First Amendment (“Amendment”), made as of February 22, 2011, by and between Thomas G. Mair (the “Employee”) and GOLDEN STAR MANAGEMENT SERVICES COMPANY, a Delaware corporation (the “Company”), amends that certain Amended and Restated Employment Agreement (“Agreement”) made as of March 7, 2008, by and between the Employee and the Company. Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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STOCK OPTION AGREEMENT
Stock Option Agreement • February 24th, 2011 • Golden Star Resources LTD • Gold and silver ores • Ontario

BETWEEN: GOLDEN STAR RESOURCES LTD., a corporation created by amalgamation under the laws of Canada and having its head office at 10901 W. Toller Drive, Suite 300, Littleton, CO 80127 (hereinafter called the “Company”)

STOCK OPTION AGREEMENT
Stock Option Agreement • February 24th, 2011 • Golden Star Resources LTD • Gold and silver ores • Ontario

BETWEEN: GOLDEN STAR RESOURCES LTD., having its head office at 10901 W. Toller Drive, Suite 300, Littleton, CO 80127 (hereinafter called the “Company”)

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