CONSULTING AGREEMENT

              THIS AGREEMENT is made this 17th day of February 2003.

BETWEEN:
              ALBERTA STAR DEVELOPMENT CORP.,  a  body duly  incorporated, and
              having its office at Suite #200 - 675 W. Hastings St., Vancouver,
              BC V6B 1N2, Canada

              (hereinafter called the "Company")
OF THE FIRST PART

AND:
              NATIONAL MEDIA ASSOCIATES a body corporate under the laws of the
              State of California, having an office at 4515  Ocean View Blvd.,
              Suite 305, La Canada, California, 91011, U.S.A.,

              (hereinafter called the "Consultant")
OF THE SECOND PART


WHEREAS:

A.            The Consultant is a firm carrying  on the  business of  providing
financial relations, media relations and public market development services for
emerging gold exploration companies.

B.            The Company is desirous of retaining the  consulting  services of
the Consultant on a fixed term basis and   the Consultant has  agreed to  serve
the Company as an independent contractor upon the terms and conditions herewith
set forth;

              FOR VALUABLE CONSIDERATION it is hereby agreed as follows:

1.            The Consultant shall provide focused financial relations,  media
relations and  arket  development  consulting services  to  the  Company, such
duties to include:

<PAGE>

-             (To  assist  management,    as  requested,  to  disseminate  the
Company's news releases to specifically targeted  investors,  brokers,  equity
managers, and financial advisory newsletters - with  follow-ups  and  response
devices;

-             ( To  introduce  the  Company  to  a  resource-oriented  retail,
brokerage, and money manager  community through programmed contacts, mailings,
and management meetings;

              (To  expose  the company as a high-quality, low-cost resource to
financial  advisory   media  and  business   press  through  programmed  media
development activities;

-             (These actions are SUBJECT ALWAYS to the control  and  direction
of the Board of Directors of the Company.

2.            The Company shall provide to Consultant  copies of all  proposed
literature prior to the dissemination of such literature to any third  parties
and the Consultant shall not  disseminate  any  such  materials  or  documents
without the prior approval of the Company.

3.            The term of this Agreement  shall  be  for a  period  of  twelve
months (12 months) from the date of this Agreement, subject to cancellation at
any time after the first four months upon  presentation of 30 days'  notice in
writing.

4.            The fees for services shall be computed at a monthly rate  of US
$2,500.00 (Two Thousand Five Hundred Dollars in lawful United States currency)
with the first installment payable upon the execution of  this  contract,  and
each subsequent monthly fee component being  payable  promptly  in  subsequent
30-day intervals.  Company shall issue a corporate stock option  to Consultant
for 200,000 shares, set at $.22 each and valid for a three-year term,  subject
to the approval of regulatory authorities.

<PAGE>

5.            The Consultant shall be  responsible  for  the  payment  of  its
income  taxes  or GST as  shall be required by  any  governmental  entity with
respect to compensation paid by the Company to the Consultant.

6.            During the term of this Agreement, the Consultant shall  provide
its services to the Company primarily through George Duggan and Michael Baybak
and the Consultant shall ensure that they will be  available to  provide  such
services to the Company in a timely manner subject to his  availability at the
time of the request.

7.            Consultant shall bill all expenses  of  routine  communications,
including phone, postage, fax, etc., on an itemized and documented basis.  For
material  expenses  exceeding  in any  single  instance   US  $1,000  for  any
dissemination or distribution programs or related expenses, specific  approval
shall be sought in writing prior to incurring such expenses, and these will be
paid in advance by Company prior to being incurred.

8.            The Consultant shall not, either during  the  continuance of its
contract hereunder or any time thereafter, disclose the private affairs of the
Company and/or its subsidiary or subsidiaries, or any secrets of  the  Company
and/or its subsidiary or subsidiaries, to  any person for  its  or  their  own
personal benefit or purposes whether or not to the detriment  of  the  Company
and shall not use any information it may acquire in relation to  the  business
and affairs of the Company and/or its subsidiary or subsidiaries  for  its own
benefit or purposes, or for any  purpose other  than those  of the  Company as
more particularly described in paragraph 1 above.  The Consultant acknowledges
that any breach of these provisions may result in damages to the Company which
are difficult to measure monetarily, and  hereby  waives  any  defense to  any
application made by the Company for  injunctive  relief,  in addition  to  any
other legal remedy available to the Company.

<PAGE>

9.            The Company agrees to indemnify and save the Consultant harmless
from any loss, costs or expenses incurred as a result of or arising out of the
Consultant's dissemination or  publication  of  any  documents  or  literature
issued or approved in writing by the Company in accordance with the provisions
of paragraph 2 of this Agreement, in  the  event that  it is  established by a
Court  of   competent  jurisdiction  that  such  materials  contain   material
misrepresentations  or  false  or  misleading  information, or omit to state a
material  fact  necessary to prevent a statement that is made from being false
or misleading.

10.           The Consultant shall well and faithfully serve  the  Company  or
any subsidiary as aforesaid during the continuance of its employment hereunder
and use its best efforts to promote the interests of the Company.

11.           This  Agreement  may be  terminated  forthwith  by  the  Company
without prior notice if at any time:

      (a)     The Consultant shall commit any breach  of any of the provisions
herein contained; or

     (b)      The Consultant shall be  guilty of any misconduct or  neglect in
the discharge of its duties hereunder; or

     (c)      The Consultant shall become bankrupt or make any arrangements or
composition with its creditors; or

     (d)      If both George Duggan and Michael Baybak shall become of unsound
mind or be declared incompetent to handle his own personal affairs.

12.           The Company is aware  that  the  Consultant  has  now  and  will
continue  to  have  business  interests  in  other  companies  and the Company
recognizes  that  these  companies  will  require  a  certain  portion  of the
Consultant's time.  The Company agrees that  the  Consultant  may  continue to
devote time to such outside interests,  PROVIDED  THAT  such  interests do not
conflict with, in any way, the time required for the Consultant to perform its
duties under this Agreement.

<PAGE>

13.           The services to be performed by the Consultant  pursuant  hereto
are  personal  in  character,  and  neither  this  Agreement nor any rights or
benefits arising thereunder are assignable by the Consultant without the prior
written consent of the Company.

14.           Any notice in writing or permitted to be given to the Consultant
hereunder  shall  be  sufficiently  given  if  delivered  to  the   Consultant
personally or mailed by registered mail,  postage prepaid,  addressed  to  the
Consultant at its last business address known to the Secretary of the Company.
Any  such  notice mailed as aforesaid shall be deemed to have been received by
the Consultant on the first business day following the date  of  the  mailing.
Any notice in writing required  or  permitted  to  be  given  to  the  Company
hereunder shall be given by registered mail, postage prepaid, addressed to the
Company at the address shown on page 1 hereof.   Any  such  notice  mailed  as
aforesaid  shall  be deemed  to have been received by the Company on the first
business day following the date of mailing.  Any such address for  the  giving
of  notices  hereunder  may  be changed  by notice in writing given hereunder.

15.           The  provisions  of this Agreement shall inure to the benefit of
and  be  binding  upon  the  Consultant  and the successors and assigns of the
Company.  For this purpose, the terms "successors" and "assigns" shall include
any person, firm or corporation or other entity which at any time,  whether by
merger, purchase or otherwise, shall acquire all or substantially all  of  the
assets or business of the Company.

<PAGE>

16.           Every  provision of this Agreement is intended to be  severable.
If  any term  or  provision  hereof  is  illegal  or  invalid for  any  reason
whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of the provisions of this Agreement.

17.           This Agreement is being delivered and is intended to be performed
in the Province of British Columbia and shall  be  construed  and  enforced in
accordance with, and the rights of the parties shall be governed by, the  laws
of such Province.  This Agreement may not be changed orally,  but  only  by an
instrument in writing signed by the party against whom or which enforcement of
any waiver, change, modification or discharge is sought.

18.           This   Agreement  may  be  executed  by  original  or  facsimile
signature  in  as  many  counterparts  as  may  be necessary, each of which so
executed shall be deemed to be  an original  and  such  counterparts  together
shall  constitute one and  the same instrument and notwithstanding the date of
execution, shall be deemed to bear the date as set forth above.

              IN WITNESS WHEREOF this Agreement has been executed as of the
day, month and year first above written.

THE COMMON SEAL of                )
ALBERTA STAR DEVELOPMENT CORP.    )           c/s
hereto affixed in the presence of:)
                                  )
----------------------------------)     per:  -----------------------------
                                  )            Authorized Signatory
                                  )
----------------------------------)           -----------------------------
                                               Date

SIGNED, SEALED AND DELIVERED by  )
NATIONAL MEDIA ASSOCIATES        )
by its authorized signatory      )      NATIONAL MEDIA ASSOCIATES
in the presence of               )
                                 )
---------------------------------)      per:   ----------------------------
Signature of Witness             )              Authorized Signatory
                                 )
---------------------------------)             ----------------------------
Address of Witness               )               Date