CLIVE MASSEY
906-1875 Bellevue Ave.
West Vancouver, BC V7V 1B3
Tel: (604) 220-8440
Fax: (604) 980-5026
March 15, 2003
Mr. Tim Coupland, President
Alberta Star Development Corp.
#200 - 675 West Hastings Street
Vancouver, B.C. V6B 1N2
Dear Tim:
RE: Consulting Agreement between Clive Massey (the Contractor) and
Alberta Star Development Corp. ("Alberta Star")
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Further to our discussions, this letter will confirm that the contractor will
undertake to provide & assume all Investor Relations and Corporate
Communications. Including related activities on behalf of Alberta Star in a
consulting capacity effective March 15, 2003.
In general, Clive Massey will assist Alberta Star in structuring and obtaining
financing and in it's investor communications by acting as the frontline
contact and information source with the brokerage community, mining analysts
and qualified investor's. Clive Massey will qualify and refer appropriate
inquiries and financing opportunities to senior management and assist
management with its investor presentations and advise management as required,
regarding new ideas for enhancing communication effectiveness and company
awareness. The success of the program will be dependent on the close
cooperation between Alberta Star & Clive Massey. As well as a commitment from
senior management to commit the appropriate time and attention to company
financing activities, and an investor communication program with Canadian and
American investors, which will support Alberta Star's continued success.
The following is a general description of Clive Massey's services and
responsibilities:
Corporate Finance:
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- - Assist in obtaining funding by introducing Alberta Star to potential
underwriters and/or financiers.
Investor Communications:
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- - Assist in keeping the general investment community informed of Alberta
Star activities, including NASD Broker-dealers, Brokerage firms,
financial institutions, mining analysts, and company shareholders, both
Canadian and American.
- - Handle all phone inquiries by way of a designated toll-free number and
communicate and inform company shareholders by way of Internet, e-mail,
fax, mail and or written verbal and/or written with company corporate
updates.
- - Be the primary contact person for broker inquiries and follow-up with
the dissemination of corporate information.
- - Qualify nd refer appropriate financing and investor inquiries to
Alberta Star senior management.
- - Build and maintain a database of investment professionals and private
investors on behalf of Alberta Star. The database shall remain the
property of Alberta Star.
The terms of this Agreement for and between Clive Massey and Alberta Star
Development Corp. (the "Company") as follows:
1. This contractual arrangement is effective March 15, 2003, and shall be
for a term of three months, on a month-to-month basis or until either
party provides 30 days written notice of termination of the above
services.
2. Alberta Star shall pay Clive Massey (the Contractor) $4,000 per month.
This will be paid in two installments of $2,000 one on the 15th the
other on the 30th of each month. Alberta Star shall also issue to Clive
Massey 100,000 share purchase option at $.22 for an exercise period of
5-years. Subject to TSX approval.
3. In addition, to the monthly fee, Clive Massey will invoice Alberta Star
for pre-approved and reasonable out-of-pocket expenses on a monthly
basis.
4. In addition, Alberta Star will pay for a dedicated phone line at Clive
Massey's office and shall provide a $100.00 a month cell phone allowance.
5. In connection with this contractual arrangement, Alberta Star will agree
to pay Clive Massey a fee equal to 2% of all funding, which is paid to
or for the benefit of Alberta Star from an underwriter and/or financier.
This is providing that Clive Massey has introduced such party and the
party has agreed to financing terms.
6. Alberta Star will also agree to pay Clive Massey a 10% commission on all
funding from its private placement of Alberta Star shares he has
arranged, excluding Clive Massey, and private placement by insiders.
(i.e. share purchase options and/or share purchase warrants on the open
market).
7. Clive Massey will not disclose to any other person, firm or corporation,
nor use for his own benefit, during or after the term of this Consulting
Agreement, any trade secrets or other information designated as
confidential by the Company which are acquired by Alberta Star in the
course of performing his services hereunder. Likewise, Alberta Star
shall not disclose certain trade secrets or information obtained from
Clive Massey in the course of performing services for the benefit of the
Company.
8. The Company agrees to indemnify and hold Clive Massey harmless from and
against all losses, claims, damages, liabilities, costs or expenses
collectively the ("Liabilities") joint and several, arising out of the
performance of this Agreement, whether or not Clive Massey is a party to
such dispute. This indemnity shall not apply, however, and Clive Massey
shallindemnify and hold the Company, its affiliates, control persons,
officers, employees, and agents harmless from and against all
Liabilities arising in connection with any action, claim or judgment
made or assessed against Clive Massey or any officer, shareholder,
affiliate, employee or agent of Clive Massey by any state or federal
commission or authority where a court of competent jurisdiction has made
a final determination that Clive Massey engaged in gross recklessness
and willful misconduct in the performance of his services hereunder
which gave rise to losses, claim, damage liability, cost or expense
sought to be recovered hereunder ( but pending any such final
determination, the indemnification and reimbursement provision of t his
Consulting Agreement shall apply, and the Company shall perform its
obligations hereunder to eimburse Clive Massey for his expenses.)
The provisions of this paragraph shall survive the termination and
expiration of this Consulting Agreement.
Please acknowledge acceptance of this agreement by signing below and returning
a copy of this letter agreement and the original signed agreement.
I am excited about the opportunity to help build a broad awareness of Alberta
Star Development Corp., and I look forward to working with you.
Yours truly,
Per:
Clive Massey
Agreed and accepted this ____ day of ____________, 2003.
ALBERTA STAR DEVELOPMENT CORP.
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Tim Coupland, President