This Agreement is entered into and is effective this second day of October, 2000 by and between Alloy Steel
International, Inc, a Delaware corporation, having its principal place of business at 42 Mercantile Way Malaga,
P.O. Box 3087, Malaga D C 6945, Western Australia (the "Company"), and Berryhill Investments Ltd, an
Australian company, having its principal place of business at 110 Brighton Road, Scarborough Western Australia.
WHEREAS, the Company desires to retain Consultant to provide services to the Company.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein
contained, the parties hereto do covenant and agree, as follows:
1. Retention. The Company hereby retains Consultant to render certain advisory services (the "Services") with
regard to corporate development and such other related activities as the Board of Directors of the Company may
from time to time direct, and consulting with the Board of Directors from time to time as requested by the
Company. Consultant agrees to use its best efforts to supply the Services in a professional and diligent manner.
2. Term. The Term of this Agreement shall be twelve (12) months from the date hereof, but within the 12-month
period, the Company may, without cause, elect to terminate the Agreement by giving thirty (30) days' written
notice. Upon such termination, Consultant shall be relieved of any further obligation of performance to the
Company; provided, however, that all obligations of confidentiality, non-disclosure and non-competition will
continue in full force and effect for one (1) year from the effective date of any termination. If this agreement shall
be terminated prior to the end of the Term, the Consultant shall not, in any event, be liable to return any pre-
payment. The parties hereby agree that any pre-payment made to Consultant shall be fully earned by Consultant
at the time such pre-payment is made and shall be in consideration of Consultant's agreemen