Filed by Automated Filing Services Inc. (604) 609-0244 - Fronteer Development Group. Inc. - Exhibit 4.20





Exhibit 4.20

  EMPLOYMENT AGREEMENT

MEMORANDUM OF AGREEMENT made this 1st day of May, 2004.

B E T W E E N:

MARK O’DEA., of 1014 East
  29th Street, North Vancouver, British Columbia

 (hereinafter called the "Employee")

 - and -

FRONTEER DEVELOPMENT GROUP INC.,
  

  a corporation incorporated under the laws of the 

  Province of Ontario,

(hereinafter called the "Employer")

               THIS
  AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements
  herein contained and for other good and valuable consideration it is hereby
  agreed as follows:

1.            
  The Employee shall be employed by the Employer in the employment function described
  in Schedule "B" hereto, or in such other capacity or capacities as may from
  time to time be mutually agreed by the Employee and Employer.

2.            
  The Employee’s primary place of employment will be in Vancouver, British
  Columbia, Canada and the Employee agrees to reside within a reasonable daily
  commuting distance to the place of employment. The Employee acknowledges that
  due to the nature of the Employer’s operations and business, the Employee
  will be required to travel in the course of performing his duties from time
  to time.

3.            
  The employment of the Employee hereunder shall continue from the date set out
  in paragraph 1 of Schedule "A" hereto and thereafter from year to year unless
  and until terminated in a manner provided herein.

4.            
  This Agreement may be terminated by the Employer:

	 	(a) 	 upon one (2) month's written notice to the Employee;
        or

	 	 	 
	 	(b) 	 at any time for “Just Cause” without notice
        or payment in lieu thereof or payment of any compensation whatsoever by
        way of anticipated earnings, bonus payments, benefit contributions or
        damages of any kind. “Just Cause” shall include, but not be
        limited to, the following:









	 	 	(i) 	 breach of the Employee's duties to the Employer;

	 	 	 	 
	 	 	(ii) 	 gross misconduct or negligence;

	 	 	 	 
	 	 	(iii) 	 conviction of a criminal offence under the Criminal
        Code of Canada and/or other applicable legislation; or





	 	 	(iv) 	solicitation of the Employer’s clients or affiliates
      for personal gain or profit



5.            
  The remuneration of the Employee for his services hereunder shall be as set
  out in paragraph 2 of Schedule "A" hereto. In addition, the Employee may be
  paid such other remuneration (if any) and shall be entitled to fringe benefits
  as may from time to time be determined by the Employer.

6.            
  The Employee shall from time to time be entitled to such vacations as are set
  out in paragraph 3 of the Schedule "A" hereto.

7.            
  The Employee shall be reimbursed by the Employer for all reasonable expenses
  properly incurred by the Employee in connection with his duties, in accordance
  with the Employer’s policies as may be instituted from time to time. For
  all such expenses the Employee shall furnish to the Employer statements and
  vouchers as and when required by it.

8.            
  The Employee acknowledges that the Employer (for the purposes of this paragraph
  8, Employer shall be deemed to include the Employer and each of its affiliates,
  as such term is defined in the Canada Business Corporations Act) carries on
  the business of exploring for and, if economically feasible bring into production,
  mineral resources (the "Business"). The Employee, in the course of his employment
  hereunder, will have access to and be entrusted with detailed confidential information
  concerning the manner in which the Employer conducts the Business including
  information concerning areas of exploration or planned exploration, marketing
  plans, discussion with potential or current joint venture partners, business
  strategies, programs, budgets and revenues. The Employee acknowledges that the
  disclosure of any such detailed confidential information to competitors of the
  Employer or to the general public, or the use by the Employee of such detailed
  confidential information for the purposes other than purposes of the Employer,
  would be highly detrimental to the best interests of the Employer. The Employee
  understands and agrees with the Employer that the right to maintain confidential
  such detailed confidential information constitutes a proprietary right which
  the Employer is entitled to protect. Accordingly, the Employee covenants and
  agrees with the Employer that:

	 	(a) 	 he will not, either during the term of this agreement
        or at any time thereafter, disclose any of such detailed confidential
        information to any person nor shall he use the same for any purpose other
        than the purposes of the Employer, nor will he disclose or use for any
        purpose other than those of the Employer the private affairs of the Employer,
        or any other information which he may acquire during the course of this
        agreement with relation to the business and affairs of the Employer; and









	 	(b) 	 he will not, either during the term of this agreement
        or at any time within a period of two (2) years following the termination
        of this agreement, either individually or in partnership, or jointly,
        or in connection with any person or persons, firm, association, syndicate,
        company or corporation, whether as employee, principal, agent, shareholder
        or in any other manner whatsoever, explore, acquire, lease or option any
        mineral property, any portion of which lies within 10 kilometres of any
        property which the Employer is exploring, has acquired, leased or optioned
        or is in the process of acquiring, leasing or optioning, a t the termination
        of this agreement.



               If
  any covenant or provision in this paragraph 8 is determined to be unenforceable
  or declared invalid in whole or in part for any reason whatsoever, it shall
  not affect the enforceability or validity of any other covenant or provision
  hereof or any part hereof, and any such unenforceable or invalid covenant or
  provision hereof or any part thereof is hereby conceded to be severable and
  subparagraphs (a) and (b) of this paragraph 8 are hereby declared to be separate
  and distinct covenants.

               The
  Employee agrees that all restrictions contained in this paragraph 8 are reasonable
  and valid and all defences to the strict enforcement of all or any part thereof
  by the Employer are hereby waived by the Employee.

               The
  Employee acknowledges that the restrictions contained in this paragraph 8 are
  necessary and fundamental for the protection of the Employer and that a breach
  by the Employee of any covenant or provision of this paragraph 8 would result
  in damages to the Employer which could not be adequately compensated for by
  monetary award to the Employer. Accordingly, it is expressly agreed by the Employee,
  that in addition to all other remedies available to it, the Employer shall be
  entitled to the immediate remedy of a restraining order, injunction, or such
  other form of injunctive relief as may be decreed or issued by any court of
  competent jurisdiction to restrain or enjoin the Employee from breaching any
  such covenant or provision.

9.            
  The Employee agrees that any inventions, proprietary processes or information
  and other intellectual property which he invents, develops or creates, alone
  or with others, in the course of the performance of his duties, are the exclusive
  property of the Employer. By accepting the Employer’s offer of employment,
  the Employee thereby assigns, waives and quitclaims any rights he may have as
  the developer or creator of any such intellectual property and agrees to execute
  such assignments to the Employer, acknowledgements in favour of the Employer,
  or other documents in recognition of the Employer’s rights under this provision
  as the Employer may reasonably request from time to time during the term of
  this Agreement or at any time thereafter.

10.            
  Upon the termination of the Employee's employment, he shall promptly deliver
  to the Employer any and all Employer property which is in his control including,
  without limitation, all computers, cellular telephones, business machines, manuals,
  notes, reports, software, printouts, access cards, tools, issued equipment and
  copies of any of the foregoing property.

11.           
  Any notice in writing required or permitted to be given to the Employee hereunder
  shall be sufficiently given if served on the Employee personally or mailed by
  registered mail 




postage prepaid addressed to the Employee at his last address
  known to the Employer. Any notice in writing required or permitted to be given
  to the Employer hereunder shall be given by registered mail postage prepaid
  addressed to the Employer at the location to which the Employee normally reports
  to work. Any such notice mailed as aforesaid shall be deemed to have been received
  on the second business day following the date of mailing. Either party may at
  any time change his address for service by giving notice to the other party.

12.            Any
  and all previous agreements, whether oral or in writing, between the parties
  hereto or made on their behalf relating to the employment of the Employee by
  the Employer are hereby terminated and cancelled and each of the parties hereto
  hereby releases and forever discharges the other party hereto of and from all
  manner of actions, causes of action, claims and demands whatsoever under or
  in respect of any such agreement.

13.            This
  agreement shall be deemed to have been made in and shall be construed in accordance
  with the laws of the Province of British Columbia.

14.            Schedules
  "A" and "B" annexed hereto shall be incorporated in and form part of this agreement.
  This agreement and the schedules hereto may be amended from time to time with
  the mutual consent of the parties hereto evidenced in writing.

15.           
  The provisions hereof, where the context so permits, shall enure to the benefit
  of and be binding upon the heirs, executors, administrators or other legal representatives
  of the Employee and the successors and assigns of the Employer respectively.
  When the context so requires or permits the masculine gender should be read
  as if the feminine were expressed.




               IN
  WITNESS WHEREOF this Agreement has been executed by the parties hereto.

	SIGNED, SEALED AND DELIVERED 	) 	 
	   In the Presence of 	) 	 
	  	) 	 
	/s/ Mark
      O’Dea 	 	 l/s
	  	) 	 
	  	) 	 




	 	FRONTEER DEVELOPMENT GROUP INC. 
	 	 	 
	 	 	 
	 	By:	/s/ Mark O’Dea







SCHEDULE "A"

SUPPLEMENTARY TERMS OF EMPLOYMENT

1.                      
  COMMENCEMENT OF EMPLOYMENT

                          
  The date of commencement of employment under this Employment Agreement is May
  1st,2004.

2.                      
  REMUNERATION

                           Remuneration
  is $160,000 per annum payable in equal monthly or semi-monthly instalments in
  arrears. 

3.                      
  TIME OFF IN LIEU OF OVERTIME

                           The
  Employee shall not be entitled to pay for overtime worked on weekends, statutory
  holidays or otherwise. In lieu thereof, the Employee shall be entitled to take
  time off with pay in an equivalent amount to the overtime worked.

4.                      
  VACATIONS 

                          
  Three weeks with pay.

5.                      
  OTHER EMPLOYEE BENEFITS

                           The
  Employee shall be entitled to participate in any benefit plan implemented from
  time to time by the Employer.




SCHEDULE "B"

JOB DESCRIPTION

Fronteer Development Group Inc (Fronteer) has requested and Mark
  O’Dea (O’Dea) has agreed to act as Director, President and C.E.O.
  of Fronteer. Dr. O’Dea’s business functions, as President of the Company
  and C.E.O, include strategic planning, business development, operations; liaising
  with the financial community and shareholders the activities of the Company,
  and reporting to the Board of Directors.

In consideration of his agreement to so act, Fronteer agrees
  that O’Dea shall not be liable to Fronteer for any loss with respect to
  the operation of the business nor for any error in judgment nor for anything
  which he may do or refrain from doing unless any resulting damage, loss, injury
  or liability has been caused by the unauthorized criminal activity of O’Dea.

Notwithstanding the termination or expiration of this agreement,
  Fronteer agrees at all times to indemnify and save harmless O’Dea from
  and against any action, cause of action, suit, damage, debt, cost , expense
  or demand whatsoever at law or in equity, which relates in any way to this agreement
  or its carrying out or attempts to carry out this agreement or in acting in
  any way on behalf of Fronteer except for claims arising from the unauthorized
  criminal activity of O’Dea.”




AMENDMENT TO SCHEDULE A 

  SUPPLEMENTARY TERMS OF EMPLOYMENT

2.           REMUNERATION

Remuneration is $190,000 per annum payable in equal monthly or
  semi-monthly instalments in arrears as modified by the board of directors of
  the Company on June 7, 2005.