Exhibit 10.23


                         EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT dated for reference the 1st day of July, 2002.

BETWEEN:

       ST. JUDE RESOURCES LTD., of Suite 200, 5405 - 48th Avenue, Delta, British
       Columbia, V4K 1W6

       (herein referred to as the "Company")

                                                             OF THE FIRST PART

AND:

       BLUESTAR MANAGEMENT INC., of 5667 Timber Valley Road, Tsawwassen, British
       Columbia, V4L 2H8

       (herein referred to as the "Executive")

                                                            OF THE SECOND PART

WHEREAS:

     A. The  principal of the Executive is Michael A. Terrell  ("Terrell"),  who
has been the  president  and a director of the Company  since its  inception  in
1987;

     B. The Executive has expertise in  administration  and management of public
mining  companies,  which it has been  providing  to the  Company  and which the
Company wishes to continue utilizing;

     C. The Company acknowledges that the development and success of the Company
to date is  largely  due to the  efforts  of the  Executive  (and  prior  to the
Executive,  Terrell) and recognizes the valuable services that the Executive has
rendered and is continuing to provide to the Company and its  subsidiaries,  and
considers it essential to the best  interest of its  shareholders  to foster the
continuous employment of the Executive;

     D. The  Company  also  considers  that it is in the best  interests  of the
Company and its shareholders that appropriate steps should be taken to reinforce
and encourage the Executive's  continued attention,  dedication and availability
to the Company, including in the event of a Change in Control (as defined below)
so that the  Executive  will not be distracted  by the  uncertainties  which can
arise from any possible changes in control of the Company;

     E. Both the Company  and the  Executive  wish to  formally  agree as to the
terms and  conditions  that will, in the  circumstances  hereinafter  set forth,
govern the Executive's employment by the Company;

<PAGE>


     NOW,  THEREFORE,  THIS AGREEMENT  WITNESSETH that in  consideration  of the
premises and of the mutual covenants hereinafter  contained,  and other good and
valuable consideration, the receipt of which is acknowledged, the parties hereto
agree as follows:

     1.  Definitions.  For the purposes of this  Agreement,  the following terms
will have the meanings set out below.

          (a) "Base  Salary"  means the annual  base  salary,  as referred to in
section 5 and as adjusted from time to time in accordance with section 6 of this
Agreement.

          (b)  "Benefit  Payment"  has the meaning set out in section 14 of this
Agreement.

          (c) "Board" means the Board of Directors of the Company.

          (d) "Business" means the business carried on by the Company,  directly
or  indirectly,  whether under an agreement  with or in  collaboration  with any
other  party,  with  regard  to  the  exploration  and  development  of  mineral
properties in Ghana, Africa.

          (e) "Cause" has the meaning set out in section 15 of this Agreement.

          (f) "Change in Control" means:

              (i) any change in the holding,  direct or  indirect,  of shares of
       the Corporation as a result of which a person, or a group of persons,  or
       persons acting jointly or in concert, or persons associated or affiliated
       with any such person or group  within the meaning of the Canada  Business
       Corporations Act, are in a position to exercise  effective control of the
       Corporation, provided that for the purposes of this Agreement a person or
       group of persons holding shares and/or other  securities in excess of the
       number that, directly or following conversion thereof,  would entitle the
       holders  thereof  to cast  more than 20% of the  votes  attaching  to all
       shares  of the  Corporation  that may be cast to elect  directors  of the
       Corporation  shall be deemed to be in a position  to  exercise  effective
       control of the Corporation; or

              (ii) Incumbent  Directors  ceasing to constitute a majority of the
       Board.

          (g) "Good Reason" means the occurrence of any of the following without
the Executive's express written consent:

              (i) the Company  assigning to the  Executive  duties  inconsistent
       with its position,  duties,  responsibilities and status with the Company
       immediately  prior  to  the  Change  in  Control,  or  a  change  in  the
       Executive's  position,  duties  (including  any  position  or duties as a
       director  of  the   Company),   responsibilities   (including   reporting
       responsibilities),  titles or offices in effect  immediately prior to the
       Change in Control, or any removal of the Executive from or any failure to
       re-elect  or  re-appoint  it to any such  positions,  duties or  offices,
       except in connection with the termination of its employment for Cause;


                                      -2-
<PAGE>


              (ii) a  reduction  by the Company of the Base Salary or any change
       in the basis upon which the Base Salary is determined;

              (iii) any  failure  by the  Company  to  continue  in  effect  any
       benefit,  bonus or other compensation plan,  including without limitation
       any stock ownership or purchase plan,  stock option plan, life insurance,
       disability plan,  pension plan or retirement plan, in which the Executive
       is  participating  or entitled to  participate  immediately  prior to the
       Change in Control,  or the  Company  taking any action or failing to take
       any action that would adversely  affect the Executive's  participation in
       or reduce its rights or benefits under or pursuant to any such plan;

              (iv) the Company  relocating the Executive to any place other than
       the location at which it performed its duties for the Company immediately
       prior to the Change in Control;

              (v) any failure by the Company to provide the  Executive  with the
       number of paid vacation days to which it was entitled  immediately  prior
       to the Change in Control or the  Company  failing to  increase  such paid
       vacation on a basis  consistent  with  practices  in effect  prior to the
       Change in Control with respect to the senior  executives  of the Company,
       whichever is more favourable to the Executive;

              (vi) the Company taking any action to deprive the Executive of any
       material  fringe  benefit it enjoyed  immediately  prior to the Change in
       Control or the  Company  failing to  increase  or improve  such  material
       fringe  benefits on a basis  consistent with practices in effect prior to
       the Change in Control or with  practices  implemented  subsequent  to the
       Change in Control with respect to the senior  executives  of the Company,
       whichever is more favourable to the Executive;

              (vii)  any  breach  by  the  Company  of  any  provision  of  this
       Agreement; or

              (viii) any failure by the Company to obtain the assumption of this
       Agreement by any successor or assign of the Company.

          (h)  "Incumbent  Director"  means  any  member  of the Board who was a
member of the Board prior to the occurrence of the transaction,  transactions or
elections  giving rise to a Change in Control and any  successor to an Incumbent
Director by the affirmative  vote of a majority of the Incumbent  Directors then
on the Board.

     2.  Terrell to Perform.  The  parities  acknowledge  and agree that certain
covenants  and  obligations  of the  Executive  herein can only be  performed by
Terrell,  in his  capacity as principal of the  Executive.  Accordingly,  if the
terms of this Agreement  require or imply that the Executive  perform a covenant
or obligation  that can only be performed by Terrell,  the  Executive  agrees to
cause Terrell to perform such covenant or obligation.

     3. Position and Duties. The Company agrees to employ the Executive, and the
Executive agrees to serve, as its President and Chief Executive Officer,  having
the duties and functions  customarily performed by, and all the responsibilities
customary to, a president and chief executive  officer of a corporation  engaged
in a  business  similar  to that of the  Company,  including  those  duties  and

                                      -3-
<PAGE>


functions particularly  described in Schedule A attached to this Agreement.  The
Executive  will report  directly to the Board,  and will  continue to serve as a
director of the Company.  The duties and functions of the  Executive  pertain to
the Company and any of its  subsidiaries  from time to time and may be varied or
added  to  from  time  to  time  by  the  Board,  at its  discretion,  exercised
reasonably.

     4. Term.  This Agreement will be effective as of and from July 1, 2002 (the
"Effective  Date") and, except as otherwise  provided for herein,  will continue
for a period of five years from the Effective Date.

     5. Base  Salary.  The Company  will pay the  Executive a base salary in the
amount of $17,500 per month (the "Base Salary"),  payable semi-monthly,  subject
to the withholding of all applicable  statutory deductions from such Base Salary
in  respect of the Base  Salary and any  taxable  benefits  received  under this
Agreement or in respect of the Executive's employment.

     6. Annual Review.  The Board, or if applicable any  compensation  committee
which may be  established  by the Board from time to time,  will review the Base
Salary  and  any  other  compensation  which  may be  payable  pursuant  to this
Agreement on an annual  basis.  This review will not result in a decrease of the
Base Salary or other compensation, and any increase will be in the discretion of
the Board or compensation committee, as the case may be.

     7. Benefits. The Company will arrange for the Executive to be provided with
health, medical, dental, disability,  accident and life insurance and such other
benefits as are reasonable and appropriate for an executive level benefits plan,
as  determined  by the  Board  from  time to  time,  in  consultation  with  the
Executive.

     8.  Vacation.  The Executive will be entitled to an annual paid vacation as
determined by the Board from time to time,  such vacation  entitlement not to be
less than four weeks per calendar year. The Company  reserves the right,  acting
reasonably,  to request that  vacations be scheduled so as not to conflict  with
critical business operations.

     9.  Reimbursement  for Expenses.  The Company will  promptly  reimburse the
Executive for reasonable  travelling  and other  expenses  actually and properly
incurred by the Executive in connection  with the  performance of its duties and
functions  hereunder,  such  reimbursement  to be made in accordance  with,  and
subject  to, the  policies of the Company as may be in effect from time to time.
The  Executive  will keep  proper  accounts  and furnish  statements,  receipts,
vouchers and/or other  supporting  documents to the Company within 30 days after
the date the expenses are incurred.

     10. Stock Options.  The Executive will be entitled to such incentive  stock
options as the Board may grant to the Executive  from time to time on such terms
as the Board may determine at the time of grant.

     11.  Directors'  & Officers'  Liability  Insurance.  The  Company  will use
commercially  reasonable  efforts to provide the Executive  with  directors' and
officers' liability insurance coverage in an amount of at least $2,000,000 under
the policies for such insurance arranged by the Company from time to time.

                                      -4-
<PAGE>


     12.  Service to Company.  During the terms of its  employment the Executive
will:

          (a) Well and  faithfully  serve the Company,  at all times act in, and
promote,  the best interests of the Company,  and devote substantially the whole
of its working  time,  attention and energies to the business and affairs of the
Company.

          (b) Comply with all rules, regulations, policies and procedures of the
Company.

     13. Termination By Executive.  Subject to sections 15 and 17, the Executive
may resign as  President  and Chief  Executive  Officer and as a director of the
Company and terminate this Agreement at any time, but only by giving the Company
at  least  one  month's  prior  written  notice  of the  effective  date  of the
Executive's resignation. On the giving of any such notice, the Company will have
the right to elect,  in lieu of the notice  period,  to pay the Executive a lump
sum  equal to one  month's  Base  Salary,  as  referred  to in  section 5 and as
adjusted  from time to time in  accordance  with section 6, plus other sums owed
for  arrears of salary and  vacation  pay and if the  Company  elects to pay the
Executive  such lump sum in lieu of the one month  notice  period,  the  Company
will,  subject to the terms and  conditions  of any benefit plans in effect from
time to time,  maintain  the  benefits and payments set out in section 7 for one
month after the date of the  Executive's  notice,  but in all other respects the
Executive's  resignation and the termination of the Executive's employment shall
be effective immediately upon the Executive's receipt of the lump sum.

     14. Termination by the Company Without Cause.

          (a) The Company may terminate the Executive's  employment as President
and Chief Executive  Officer and require that the Executive resign as a director
of the  Company  at any time  without  Cause (as  defined  below) by giving  the
Executive  written notice of the effective date of such  termination  and in all
respects,  except  as  set  out  below,  the  Executive's  resignation  and  the
termination of the Executive's employment will be effective immediately.  On the
giving of any such notice, and subject to the Executive's prior resignation as a
director of the Company,  the Company will pay the Executive a lump sum equal to
12 months' Base Salary, as referred to in section 5 and as adjusted from time to
time in  accordance  with  section  6, plus all other  sums owed for  arrears of
salary and vacation pay.

          (b) To the  extent  permitted  by law and  subject  to the  terms  and
conditions  of any benefit  plans in effect from time to time,  the Company will
maintain the benefits and payments set out in section 7 (the "Benefit  Payment")
for a period of six months from the effective date of termination. If either the
Executive or Terrell obtains a new source of remuneration for personal services,
whether through an office,  new employment,  a contract to provide consulting or
other personal services, or any position analogous to any of the foregoing,  the
Benefit  Payment  will  terminate  on the date of  commencement  of such office,
employment, contract or position.

          (c) The  payments of Base Salary and  benefits set out in this section
14 will be in lieu of any applicable notice period.

                                      -5-
<PAGE>


          (d) The Company  will arrange for the  Executive  to be provided  with
such outplacement career counselling services as are reasonable and appropriate,
to assist the Executive in seeking new executive level employment.

          (e) The  Executive  will not be required to mitigate the amount of any
payment  provided  for  in  this  section  14 by  seeking  other  employment  or
otherwise, nor will any sums actually received be deducted therefrom.

     15. Termination by the Company for Cause.  Notwithstanding  sections 13, 14
or 16, the  Company may  terminate  the  Executive's  employment  hereunder  and
require that the Executive  resign as a director of the Company for Cause at any
time  without any notice or  severance.  In this  Agreement,  "Cause"  means the
following:

          (a) the commission of theft,  embezzlement,  fraud, obtaining funds or
property under false pretences or similar acts of misconduct with respect to the
property  of  the  Company  or  its  employees  or the  Company's  customers  or
suppliers;

          (b) the Executive  entering into a guilty plea or being  convicted for
any crime  involving  fraud,  misrepresentation  or breach of trust,  or for any
serious criminal offence that impacts adversely on the Company; or

          (c) any other matter constituting just cause at common law;

any of which will entitle the Company to terminate  the  Executive's  employment
under this section 15.

     16. Termination  Following Change in Control.  In the event the Executive's
employment is terminated within 24 months after a Change in Control, the Company
agrees to pay to the Executive,  and the Executive agrees to accept,  subject to
the Executive's  prior  resignation as a director of the Company,  the following
payments in full  satisfaction  of any and all claims the  Executive  has or may
have against the Company, for remuneration,  fees, salary, benefits,  bonuses or
severance,  arising out of or in connection with the  Executive's  employment by
the Company or the termination of the Executive's employment:

          (a) If the  Executive's  employment  is  terminated by the Company for
Cause or by the Executive  other than for Good Reason,  the respective  terms of
sections 13 or 15 will govern and the Company  will have no further  obligations
to the Executive under this Agreement.

          (b) If the  Executive's  employment is terminated by the Executive for
Good Reason or,  notwithstanding  section 14, by the Company without Cause, then
the Executive will be entitled to the following payments and benefits:

              (i)  subject  to  the  withholding  of  all  applicable  statutory
       deductions, the Company will pay the Executive the amount of compensation
       accrued pursuant to this Agreement as of the date of termination together
       with an amount equal to 12 months' Base Salary, as referred to in section
       5 and as  adjusted  from  time to  time in  accordance  with  section  6,
       multiplied  by a fraction,  the numerator of which will be 6 plus one for
       each year  either the  Executive  or  Terrell  has been  employed  by the
       Company since its inception in 1987 and the  denominator of which will be
       12;

                                      -6-
<PAGE>


              (ii) to the extent  permitted  by law and subject to the terms and
       conditions of any benefit plans in effect from time to time,  the Company
       will  maintain  the  Benefit  Payment for a period of six months from the
       effective date of termination. If either the Executive or Terrell obtains
       a new source of remuneration  for personal  services,  whether through an
       office,  new  employment,  a  contract  to  provide  consulting  or other
       personal services, or any position analogous to any of the foregoing, the
       Benefit  Payment  will  terminate  on the  date of  commencement  of such
       office, employment, contract or position.

              (iii) the Company  will  arrange for the  Executive to be provided
       with such outplacement career counselling  services as are reasonable and
       appropriate,  to assist the  Executive  in seeking  new  executive  level
       employment;

              (iv) all incentive  stock options  granted to the Executive by the
       Company under any stock option agreement that is entered into between the
       Executive and the Company and is  outstanding  at the time of termination
       of the Executive's employment, which incentive stock options have not yet
       vested,  will  immediately  vest upon the  termination of the Executive's
       employment  and will be fully  exercisable by the Executive in accordance
       with the terms of the  agreement or  agreements  under which such options
       were granted; and

              (v) the  Executive  will not be required to mitigate the amount of
       any payment  provided for in this section 16 by seeking other  employment
       or otherwise, nor will any sums actually received be deducted therefrom.

     17. Executive to Continue  Employment.  In the event of a Change in Control
the  Executive  agrees  to  continue  to  diligently  carry out its  duties  and
obligations hereunder for a minimum period of six months following the effective
date of the Change in Control,  notwithstanding section 13 herein but subject to
the  Executive's  right to terminate  for Good Reason as provided for in section
16.

     18. No Additional Compensation Upon Termination.  It is agreed that neither
the  Executive  nor the Company  shall,  as a result of the  termination  of the
Executive's employment, be entitled to any notice, fee, salary, bonus, severance
or other  payments,  benefits  or  damages  arising  by virtue of, or in any way
relating  to, the  Executive's  employment  or any other  relationship  with the
Company (including the termination of such employment or relationship) in excess
of what is specified or provided for in sections 13, 14, 15, or 16, whichever is
applicable.  Payment of any amount whatsoever pursuant to sections 13, 14, 15 or
16 shall be subject to the withholding of all applicable statutory deductions by
the Company.

     19.  Disclosure of Conflicts of Interest.  During its  employment  with the
Company, the Executive will promptly,  fully and frankly disclose to the Company
in writing:

          (a) The  nature  and  extent  of any  interest  the  Executive  or its
Associates (as hereinafter defined) have or may have, directly or indirectly, in
any contract or transaction  or proposed  contract or transaction of or with the
Company or any subsidiary or affiliate of the Company.

                                      -7-
<PAGE>


          (b) Every office the Executive may hold or acquire, and every property
the  Executive or its  Associates  may possess or acquire,  whereby  directly or
indirectly a duty or interest might be created in conflict with the interests of
the Company or the Executive's duties and obligations under this Agreement,  and
the nature and extent of any such conflict.

In this Agreement the expression  "Associate" will include all those persons and
entities that are included  within the  definition or meaning of  "associate" as
set forth in section 2 of the Canada Business  Corporations Act, as amended,  or
any successor legislation of similar force and effect, and any director, officer
or shareholder of the Executive.

     20. Provisions Reasonable. It is acknowledged and agreed that:

          (a) both before and since the Effective  Date the Company has operated
and competed and will operate and compete with respect to the Business;

          (b) during the course of the  Executive's  employment  by the Company,
both  before  and after the  Effective  Date,  on  behalf  of the  Company,  the
Executive has acquired and will acquire  knowledge of, and has come into contact
with,  initiated and established  relationships  with and will come into contact
with,  initiate  and  establish   relationships  with,  both  existing  and  new
competitors,  customers,  suppliers,  principals,  contacts and prospects of the
Company,  and  that in some  circumstances  the  Executive  has been or may well
become  the  senior or sole  representative  of the  Company  dealing  with such
persons; and

          (c) in light of the foregoing,  the provisions of section 21 below are
reasonable and necessary for the proper protection of the business, property and
goodwill of the Company and the Business.

     21.  Restrictive  Covenant.  The  Executive  will not,  either  alone or in
partnership  or in  conjunction  with any person,  firm,  company,  corporation,
syndicate,  association  or any other  entity or group,  whether  as  principal,
agent, employee, director, officer,  shareholder,  consultant or in any capacity
or  manner  whatsoever,  whether  directly  or  indirectly,  for the term of the
Executive's  employment hereunder and continuing for a period of six months from
the lawful  termination of its employment,  unless the termination was for Cause
pursuant to section 15 in which event the provisions of this section 21 will not
be applicable:

          (a)  Carry on or be  engaged  in,  concerned  with,  interested  in or
employed by, or advise, invest in or give financial assistance to, any business,
enterprise  or  undertaking  that is involved in the Business or is  competitive
with the  Business  unless the  Executive  became  engaged in,  concerned  with,
interested  in or employed  by, or  commenced  advising,  investing in or giving
financial  assistance to, such business,  enterprise or undertaking prior to the
termination of its  employment  provided,  however,  that the foregoing will not
prohibit the  Executive  from  acquiring,  solely as an  investment  and through
market  purchases,  securities of any such  business,  enterprise or undertaking
which are publicly  traded,  so long as the Executive is not part of any control
group of such entity and such securities,  which if converted, do not constitute
more than 20% of the outstanding voting power of that entity.

                                      -8-
<PAGE>


          (b)  Divert,  entice or take away from the Company or attempt to do so
or solicit for the  purpose of doing so, any  business  of the  Company,  or any
person,  firm,  corporation  or  other  entity  that  was an  employee,  client,
customer, supplier, principal,  shareholder,  investor, collaborator,  strategic
partner,  licensee,  contact or prospect  of the Company  during the time of the
Executive's  employment with the Company,  whether before or after the Effective
Date.

     22.  Remedies.  The  Executive  acknowledges  and agrees that any breach or
threatened  breach of any of the provisions of sections 12, 19 or 21 could cause
irreparable  damage to the Company or its partners,  subsidiaries or affiliates,
that such harm could not be adequately  compensated by the Company's recovery of
monetary  damages,  and  that in the  event  of a breach  or  threatened  breach
thereof,  the  Company  will  have  the  right to seek an  injunction,  specific
performance or other equitable relief as well as any equitable accounting of all
the  Executive's  profits or  benefits  arising  out of any such  breach.  It is
further  acknowledged  and agreed that the remedies of the Company  specified in
this  section 22 are in  addition to and not in  substitution  for any rights or
remedies  of the  Company  at law or in  equity  and that all  such  rights  and
remedies  are  cumulative  and not  alternative  and that the  Company  may have
recourse to any one or more of its available  rights or remedies as it shall see
fit.

     23. Enurement. This Agreement will be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.

     24.  Agreement  Confidential.  The  parties  hereto will keep the terms and
conditions of this Agreement  confidential  except as may be required to enforce
any  provision  of this  Agreement  or as may  otherwise be required by any law,
regulation or other regulatory requirement.

     25.  Governing Law. This  Agreement will be governed by and  interpreted in
accordance with the laws of the Province of British Columbia and applicable laws
of Canada and the parties  hereto  attorn to the exclusive  jurisdiction  of the
provincial and federal courts of such province.

     26. Entire  Agreement.  The terms and  conditions of this  Agreement are in
addition  to  and  not  in  substitution   for  the   obligations,   duties  and
responsibilities  imposed by law on employees of corporations generally, and the
Executive agrees to comply with such obligations,  duties and  responsibilities.
Except as otherwise provided in this Agreement,  this Agreement  constitutes the
entire agreement  between the parties with respect to the subject matter hereof,
and may only be  varied  by  further  written  agreement  signed  thereby.  This
Agreement supersedes any previous communications,  understandings and agreements
between the Executive and the Company regarding the Executive's  employment.  It
is  acknowledged  and agreed that this  Agreement is mutually  beneficial and is
entered into for fresh and valuable  consideration  with the intent that it will
constitute a legally binding agreement.

     27. Further Assurances. The parties hereto will execute and deliver to each
other such further instruments and assurances and do such further acts as may be
required to give effect to this Agreement.

                                      -9-
<PAGE>


     28. Surviving Obligations.  The Executive's obligations and covenants under
sections 21 and 22 will survive the termination of this Agreement.

     29.  Notice.  Any notice or other  communication  required or  contemplated
under this  Agreement  to be given by one party to the other shall be  delivered
sent by facsimile or mailed by prepaid  registered  post to the party to receive
same at the address as set out below:

          To the Company:

          St.  Jude Resources
          Suite 200, 5405 - 48th Avenue,
          Delta, British Columbia
          V4K 1W6
          Attention:  Chairman of the Board
          Facsimile no.:  (604) 940-6566

          To Bluestar Management Inc.:

          5667 Timber Valley Road
          Tsawwassen, British Columbia,
          V4L 2H8
          Attention:  Michael Terrell
          Facsimile no.:  (604) 943-1819

Any notice  delivered or sent by facsimile will he deemed to have been given and
received on the first  business day following  the date of delivery.  Any notice
mailed will be deemed to have been given and received on the third  business day
following the date it was posted,  unless between the time of mailing and actual
receipt of the notice there is a mail strike,  slow-down or other labour dispute
which might affect delivery of the notice by mail, in which case the notice will
be effective only if actually delivered.

     30. Assignment to Terrell.  The Executive will be entitled,  upon notice to
the Company, to assign directly to Terrell any of the benefits it is entitled to
hereunder.

     31. Severability. If any provision of this Agreement or any part thereof is
for any reason held to be invalid or  unenforceable  in any  respect,  then such
invalid or  unenforceable  provision or part will be severable  and severed from
this Agreement and the other  provisions of this Agreement will remain in effect
and be construed as if such invalid or unenforceable provision or part had never
been contained herein.

     32.  Waiver.  Any waiver of any breach or default under this Agreement will
only be effective if in writing  signed by the party  against whom the waiver is
sought to be enforced, and no waiver will be implied by any other act or conduct
or by any  indulgence,  delay or  omission.  Any  waiver  will only apply to the
specific matter waived and only in the specific instance in which it is waived.

                                      -10-
<PAGE>


     33.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which so executed  will be deemed to be an original,  and
such counterparts will together constitute but one Agreement.

     IN WITNESS  WHEREOF the parties  hereto have executed this  Agreement as of
the day and year first above written.


ST. JUDE RESOURCES LTD.


Per:  [signature illegible]
     ------------------------------------



BLUESTAR MANAGEMENT INC.


Per:  /s/ Michael Terrell
     ------------------------------------


                                      -11-
<PAGE>


                                   SCHEDULE A

                     Description Of The Duties And Functions
                  Of The President And Chief Executive Officer

o    Formulate long-range strategic plan, set goals and objectives

o    Set operating policies

o    Oversee  all  corporate  functions  and direct the Company so as to achieve
     corporate goals and objectives and maximize shareholder value

o    Analyze  operating  results in the light of goals and  objectives  and take
     corrective action, when required

o    Plan human resource development to ensure continuity of Company operations

o    Hire or develop a strong team of second tier managers

o    Strengthen the business  development  department in line with the Company's
     need to develop attractive partnerships or joint ventures

o    Create a stimulating  environment which empowers and inspires  employees to
     achieve corporate goals

o    Represent  the  Company in the  business  and  non-business  community  and
     nurture relationships with associates and partners

o    Serve as a member of the Board

o    Keep the Board apprised of corporate developments and activities such as:

     o    performance compared to the operational business plan
     o    economic, industry and business matters that may impact the Company
     o    other matters of relevance