OPTION TO PURCHASE AND SALE AND PURCHASE AGREEMENT

                       LIBERTY PETROLEUM CORPORATION AND

                             SANTOS RESOURCE CORP.

                                JANUARY 31, 2012

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                               TABLE OF CONTENTS

                     Clause                                                 Page
1     DEFINITIONS AND INTERPRETATION                                        3
1.1     Definitions                                                         3
1.2     Interpretation                                                      6
2     AGREEMENT TO SELL AND PURCHASE                                        7
2.1     Option to buy                                                       7
2.2     Agreement to sell and purchase                                      7
3     CONDITIONS                                                            8
3.1     Conditions precedent                                                8
3.2     Responsibility                                                      8
4     PAYMENT OF THE PURCHASE PRICE                                         8
4.1     Payment of the Purchase Price                                       8
4.2     Close of Escrow and release of balance of Purchase Price            9
4.3     Termination                                                         9
5     RIGHTS AND OBLIGATIONS PRIOR TO THE COMPLETION DATE                   9
5.1     Conduct prior to Completion                                         9
5.2     Confidential Information                                           10
5.3     Factors relevant to Seller's obligations                           10
6     COMPLETION                                                           10
6.1     Time and place of Completion                                       10
6.2     Seller's Completion obligations                                    10
6.3     Payment and delivery on Completion                                 11
6.4     Registration prior to Completion                                   11
7     SALE AND PURCHASE OF THE LICENSE INTEREST                            12
7.1     Acquisition of the License Interest by the Purchaser               12
7.2     The Purchaser may farm out                                         12
7.3     Royalty Interest                                                   12
7.4     Reversion of License Interest to Seller                            13
8     SELLER'S WARRANTIES                                                  13
8.1     Seller's Warranties                                                13
8.2     Ability to claim                                                   13
8.3     Limitation on Claims                                               14
8.4     Management of third party Claims                                   14
9     EXCLUSION OF OTHER WARRANTIES                                        15
9.1     Other warranties excluded                                          15
9.2     Remedies for breach of Seller's Warranties or Claims               16
9.3     Recovered amounts                                                  16
10     CONFIDENTIALITY                                                     16
10.1     Confidentiality before Completion                                 16
10.2     Public announcements                                              17
11     PURCHASER'S WARRANTIES                                              17
12     INDEMNITY AND BREACH                                                17
12.1     Seller's indemnity                                                17
12.2     Seller's remedies                                                 17
12.3     Notice of breach                                                  18
12.4     Limitation on claims                                              18
12.5     Purchaser's indemnity                                             18
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13     TAXATION                                                            18
13.1     GST                                                               18
13.2     Recognition of income and expenses                                19
14     COSTS AND EXPENSES                                                  19
14.1     Stamp duty and registration fees                                  19
14.2     Costs and expenses                                                19
15     MERGER                                                              19
16     ASSIGNMENT                                                          20
17     FURTHER ASSURANCES                                                  20
18     ENTIRE AGREEMENT                                                    20
19     WAIVER                                                              20
20     NOTICES                                                             20
21     GOVERNING LAW AND JURISDICTION                                      21
22     COUNTERPARTS                                                        21

SCHEDULE 1 - SELLER'S WARRANTIES                                           23

SCHEDULE 2 - DISCLOSURES                                                   26

SCHEDULE 3 - PURCHASER'S WARRANTIES                                        27


ANNEXURE A - ROYALTY GRANT DEED

ANNEXURE B - DEED OF ASSIGNMENT AND ASSUMPTION

ANNEXURE C - SIX-MONTH PROMISSORY NOTE

ANNEXURE D - NINE-MONTH PROMISSORY NOTE

ANNEXURE E - ESCROW AGREEMENT

ANNEXURE F - COMMON STOCK LEAKAGE AGREEMENT

ANNEXURE G - BIDDING DOCUMENT
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THIS AGREEMENT IS MADE ON JANUARY 31, 2012 BETWEEN THE FOLLOWING PARTIES:

1.     LIBERTY PETROLEUM CORPORATION ARBN 086 194 443, of Suite 540, 10851 North
Black Canyon Highway, Phoenix, Arizona, 85029 USA (SELLER), and

2.     SANTOS RESOURCE CORP., as the designate of KEITH SPICKELMIER of Suite
1700, One Riverway Drive, Houston, Texas, 77056 USA (PURCHASER).


RECITALS

A.     Liberty  is  the  successful  applicant for Petroleum Exploration License
(PEL)  512  in  the  State  of  South  Australia  (designated  as  CO2009-A).

B.     The  Parties entered into a Letter of Intent dated September 12, 2011, as
amended by i) First Amendment to Letter Agreement effective November 4, 2011 and
ii)  Second  Amendment  to  Letter  Agreement effective November 15, 2011 and as
amended  and  restated in the First Amended and Restated Document dated December
1,  2011  and  further  amended  in  the  Santos  PEL 512 Purchase Price Advance
agreement  dated December 28, 2011 (the "LOI"), in respect of the matters herein
agreed.

C.     The  Parties  wish  to  enter  into this Agreement to create a formal and
binding  agreement  between  them  as  to  the  matters contemplated in the LOI.

D.     The LOI provides (inter alia) as follows:

a)     The  payment  of  $150,000  deposit paid by the Purchaser to Liberty upon
signing  and  extending  the  LOI  (the  "Option").
b)     The  payment of $200,000 as an advance against the Purchase Price paid by
the  Purchaser to the Seller pursuant to an agreement executed by the parties on
December  28,  2011.
c)     That  this Agreement would be signed on or prior to January 31, 2012, and

d)     That  the  Purchaser will pay good and valuable consideration to Liberty,
including  the  grant to Liberty of a royalty interest in petroleum produced and
sold  from  the  License.

NOW IT IS AGREED as follows:


1     DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS

In  this  Agreement,  including  the  recitals  and  Schedules,  the  following
definitions  apply  unless  the  context  requires  otherwise:

AFFILIATE  of  a  specified  person  means  another  person  that  directly,  or
indirectly  through one or more intermediaries, controls or is controlled by, or
under  common  control  with  the  specified  person.

APPROVAL  AND  REGISTRATION  means  the  process of approval and registration of
registrable  dealings  under  section  113  of  the  Petroleum  Legislation;

BIDDING  DOCUMENT  means  the  document  submitted  by Seller to the Minister as
Application  No.  CO2009-A,  a  copy  of which is attached as Annexure G to this
Agreement;
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BUSINESS DAY means a day on which banks are open for general banking business in
Houston,  Texas;

CLAIM  means,  in relation to any person, a claim, action, proceeding, judgment,
damage,  loss, cost, expense or liability incurred by or to or made or recovered
by  or  against  the person, however arising and whether present, unascertained,
immediate,  future  or  contingent;

COMMON STOCK LEAKAGE AGREEMENT means the investor contract, the form of which is
attached  as  Annexure F, entered into between the Public Company and the Seller
or  its  designees,  as  a  condition  precedent  for the issuance of the Public
Company  common  stock  under  this  Agreement;


COMPLETION means completion by the parties of the sale and purchase evidenced by
this  Agreement;

COMPLETION  DATE  means  that  date,  after  the  satisfaction of the conditions
precedent  in  clause 3.1, and receipt by the Escrow Agent of all items pursuant
to  Clauses  4.1  and  4.2  hereof,  that the Escrow Agent closes the escrow and
releases the Licensed Interest and ancillary documents to the Purchaser, and the
Purchase Price to the Seller, or such other date as the Seller and the Purchaser
may  agree;


CORPORATIONS  LAW  means  the  2005 Texas Code - Texas Business Corporation Act;

DATA ROOM means the offices of Robert Kamon located in Cisco, Texas to which the
Purchaser  has  had  access to information and materials relating to the License
Interest;

DATA  ROOM  DOCUMENTATION  means all documentation contained in the Data Room or
listed  in  the data room index provided to the Purchaser or its representatives
and answers to any questions supplied by Seller, and includes supplementary data
and  information  provided  to  the  Purchaser  or its representatives up to and
including  the  date  of  this  Agreement;


DEED OF ASSIGNMENT AND ASSUMPTION means the document whereby the License will be
assigned  and  transferred from Seller to the Purchaser and which will be lodged
with  the  Minister  for  Approval  and  Registration;

DISCLOSURES  means an item of information, communication or disclosure contained
in  the  categories  of  information  referred  to  in  Schedule  2;

DISCLOSURE  MATERIAL  means  all  written  or  electronic  information  and data
prepared  by  Seller, its Affiliates or any of its representatives in connection
with  the  transactions  contemplated  by  this  Agreement:

(a)     contained  in  the  Data  Room;  or

(b)     provided to the Purchaser, its  Affiliates, representatives, advisers or
employees by Seller up to the date of this Agreement;

DOLLAR  ($)  means  the  currency  of  the  United  States  of  America;

     EFFECTIVE  DATE  means the later of either the date shown above or the date
on  which  both  parties  execute  this  Agreement;

     ESCROW  AGENT  mean  Purchaser's attorney, Randall W. Heinrich, Attorney At
Law  at  Gillis,  Paris  &  Heinrich, PLLC, 8 Greenway Plaza, Suite 818 Houston,
Texas  77046,  acting  as  the  Escrow  Agent  for  this  transaction;
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     ESCROW  AGREEMENT  means  the documented arrangement with the Escrow Agent,
the  form  of  which  is  set  out  in  Annexure  E  hereto;

GOVERNMENT  AGENCY  means  any  government  or  governmental, semi-governmental,
administrative,  fiscal  or  judicial  body,  department, commission, authority,
tribunal,  agency  or  entity;

GST  means  any tax or government impost in the nature of a tax on the supply of
goods and services, real property or any other thing imposed by the Commonwealth
of  Australia;

INTEREST  RATE  means the rate per annum determined by Seller (and agreed by the
Purchaser)  to  be  the arithmetic mean during the applicable interest period of
one  month  term London Interbank Offer Rates (LIBOR rates) for US$ as published
on  the  first  Business  Day of each month by the Financial Times of London and
referred  to  as  the  Interbank  Fixing  Rate, plus an additional 3% per annum;

LICENSE  means  the  Petroleum  Exploration  License  (PEL) 512 granted or to be
granted  to  Seller  under  the  Petroleum  Legislation  in  South  Australia in
satisfaction  of  Seller's  application  No.  CO2009A  for  PEL 512 or any other
license  granted  under the Petroleum Legislation in place or as a result of PEL
512;

LICENSE  INTEREST means all legal and beneficial interests in, and title to, the
License;

MINISTER  means  the  Minister of the Government of the State of South Australia
responsible  under  and  for  the  Petroleum  Legislation;

NASD:  OTCBB  means  the  Over  The  Counter  Bulletin  Board  Market;

OPERATOR  means  the  Purchaser;

OPTION  means the exclusive option for the Purchaser to buy the License Interest
from  Seller  during  the  Option  Period, as granted by Seller to the Purchaser
under  the  terms  of  the  LOI  and  this  Agreement;

OPTION ASSIGNMENT means the agreement dated January 10, 2012 entered into by the
Purchaser  and  Keith Spickelmier under which Keith Spickelmier assigned the LOI
to  the  Purchaser  and  under  which the Purchaser accepted such assignment and
assumed  all  of  Keith Spickelmier's obligations and liabilities under the LOI;

OPTION PERIOD means the period expiring 270 days from the Effective Date unless
extended by further written agreement between the parties;

PARENT  ENTITY  has  the  meaning  given  to  that term in the Corporations Law;

PETROLEUM  has  the  meaning given to that term under the Petroleum Legislation;

PETROLEUM LEGISLATION means the Petroleum and Geothermal Energy Act 2000 (SA) as
well as all regulations, administrative directions and determinations made under
that  Act;

PROMISSORY  NOTES means the two documents of indebtedness being delivered by the
Purchaser  to the Seller the forms of which are attached as Annexures C and D to
this  Agreement;

PUBLIC  COMPANY  means  the  Purchaser,  a company listed with the United States
Securities  Exchange  Commission  whose common stock is traded on the NASD:OTCBB
under  the  symbol  SANZ;
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PURCHASE  PRICE  means  $1,550,000,  payable  in  cash and promissory notes, and
twelve million (12,000,000) shares of Public Company common stock payable as set
out  in  Clause  4  below;

PURCHASER'S  WARRANTIES  means  the  representations  and  warranties set out in
Schedule  3;

ROYALTY  GRANT  DEED means the document whereby the Purchaser grants and assigns
the Royalty Interest to the Seller as part consideration for the purchase of the
License  Interest,  substantially  in  the  form  set  out in Annexure A to this
Agreement;

ROYALTY  INTEREST  means an interest in the Wellhead Value of all Petroleum sold
from  the  License,  as  more  particularly described in the Royalty Grant Deed;

SECURITY  INTEREST  means:

(a)     any  interest  or  power:

(1)     reserved in or over any interest in the License including, without
limitation, any retention of title; or

(2)     created or otherwise arising in or over any interest in the License
under a bill of sale, mortgage, charge, lien, pledge, trust or power,

by  way  of security for the payment of debt or any other monetary obligation or
the  performance  of  any  other obligation and whether existing or agreed to be
granted  or  created but does not include any claim, royalties or interest under
the  Petroleum  Legislation;  and

(b)     any  production payment, royalty, override, net profit interest or other
contractual  obligation  in  respect  of  the  License;

SELLER'S  WARRANTIES  means the representations and warranties of the Seller set
out  in  Schedule  1.

SUBSIDIARY  ENTITY  has  the meaning given to that term in the Corporations Law;

TAX  includes  any income tax, land tax, sales tax, payroll tax, fringe benefits
tax,  group  tax,  profit  tax,  property  tax,  customs  duties, excise duties,
franking  deficits  tax, stamp duty, petroleum resource rent tax, resource super
profits  tax,  GST,  value  added  tax,  bank  accounts  debits  tax,  financial
institutions  duty  or any other taxes or duties which have been or are assessed
or  imposed  by  any  Government  Agency  or  statutory  body  (including fines,
additional  tax,  interest  or  penalties);

TRANSACTION  DOCUMENTS  means  this  Agreement  and  the  Deed of Assignment and
Assumption.

WELLHEAD  VALUE  has  the  meaning given to that term in the Royalty Grant Deed;

1.2     INTERPRETATION

Headings  are  for  convenience  only  and  do  not  affect interpretation.  The
following  rules  apply  unless  the  context  requires  otherwise:
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(a)     The singular includes the plural and conversely.
(b)     A gender includes all genders.
(c)     If  a  word  or  phrase  is  defined, its other grammatical forms have a
corresponding  meaning.

(d)     A reference to a person, corporation, trust, partnership, unincorporated
body  or  other  entity  includes  any  of  them.

(e)     A reference to a clause, Annexure or Schedule is a reference to a clause
or  annexure  of  or  a  schedule  to  this  Agreement.

(f)     A  reference to an agreement or document (including, without limitation,
a  reference  to  this  Agreement)  is  to the agreement or document as amended,
varied,  supplemented,  novated  or  replaced except to the extent prohibited by
this  Agreement  or  that  other  agreement  or  document.

(g)     A  reference  to  a  party  to  this  Agreement  or another agreement or
document  includes  the  party's successors and permitted substitutes or assigns
(and,  where  applicable,  the  party's  legal  personal  representatives).

(h)     A  reference  to legislation or to a provision of legislation includes a
modification  or  re-enactment of it, a legislative provision substituted for it
and  a  regulation  or  statutory  instrument  issued  under  it.

(i)     A  reference  to writing includes a facsimile transmission and any means
of  reproducing  words  in  a  tangible  and  permanently  visible  form.


(j)     A  reference  to  title,  authority,  license or permit issued under the
Petroleum  Legislation  or  any  other  statute  includes  a renewal, extension,
re-issuance  or  variation  of that instrument and includes any other instrument
issued  or  granted  in  substitution  for,  or  pursuant  or  ancillary to that
instrument,  and  any  other  instrument  conferring  the same or similar rights
previously  the  subject  of  that  title,  authority,  licence  or  permit.



2     OPTION TO PURCHASE AND AGREEMENT TO SELL AND PURCHASE


2.1     OPTION  TO  PURCHASE

The  Seller hereby grants to the Purchaser, and the Purchaser hereby accepts, on
the  terms  and conditions set out in this Agreement, the Option to purchase the
License  Interest  for  the  Purchase  Price  and  other  good  and  valuable
consideration, free from all Security Interests.  The Purchaser may exercise the
Option  upon  the satisfaction of the conditions precedent in clauses 3.1(a) and
3.1(b)  within  the  Option  Period.

2.2     AGREEMENT  TO  SELL  AND  PURCHASE

Subject to satisfaction of the terms of this Agreement, as between the parties,
and the satisfaction of the condition precedent in clause 3.1(c), title to and
property in the License Interest will be treated as having passed to the
Purchaser with effect as of and from the Completion Date.
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3     CONDITIONS

3.1     CONDITIONS PRECEDENT

The obligations of the parties in respect of Completion do not become binding
unless and until:

(a)     All  consents,  permits  and  approvals  relative  to  native title that
affect,  may affect or may be expected to affect the ownership, value and use of
the  Licensed  Interest  have  been  obtained  or  resolved  to  the Purchaser's
satisfaction,  acting  reasonably;

(b)     the  Minister  grants  and  issue  the  License  to  the  Seller;  and

(c)     the  Minister grants Approval and Registration of the Deed of Assignment
and  Assumption  under  the  Petroleum  Legislation.

3.2     RESPONSIBILITY

(a)     The  conditions  precedent  in  clause  3.1  are for the benefit of both
parties  and  cannot  be  unilaterally  waived.

(b)     Each  party  will use its reasonable endeavors to obtain satisfaction of
the conditions precedent referred to in clause 3.1, and the provisions of clause
6.4(b)  and  (c)  apply  to  the  process  of  Approval  and Registration of the
Transaction  Documents.


4     PAYMENT OF THE PURCHASE PRICE

4.1     PAYMENT OF THE PURCHASE PRICE

If  the  Purchaser  should  exercise  its Option under clause 2.1, the Purchaser
agrees  to pay or grant or cause to be paid or granted the Purchase Price to the
Seller  as  follows:

(a)     The  Seller  hereby acknowledges receipt from Purchaser of and accords a
Purchase  Price  credit  for  cash  deposits  totaling  $150,000.

(b)     The  Seller  hereby  also  acknowledges  receipt from the Purchaser of a
Purchase  Price  advance  cash  payment  of  $200,000.
(c)     Within  20  Business  Days  following  the  date  that this Agreement is
executed  by  all required signatories, the Purchaser must pay the Seller or its
lawyers,  the  sum  of  $200,000.

(d)     Upon  delivery  of the License by the Seller into escrow with the Escrow
Agent,  the  Purchaser  must  deposit  with  the  Escrow  Agent  the  following:

(1)     certified funds in the amount of $250,000;

(2)     an  executed  Promissory  Note  in the principal sum of $500,000 bearing
interest  at  the  Interest  Rate, payable 6 months following the date of formal
Approval  and  Registration  (herein  referred  to  as  the  "Due  Date");

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(3)     an  executed Promissory Note in the principal sum of $250,000.00 bearing
interest  at  the  Interest  Rate,  payable 9 months following the Due Date; and

(4)     shares of the Public Company common stock totaling 12,000,000 shares and
the  accompanying  Common  Stock  Leakage  Agreement.


4.2     CLOSE OF ESCROW AND RELEASE OF BALANCE OF PURCHASE PRICE

The  Escrow Agent shall hold all such materials and funds under the terms of the
Escrow  Agreement.  Upon receipt of all of the matters, as set out in clause 4.1
above,  together with formal confirmation of all regulatory approvals, including
Approval  and  Registration,  required  to  transfer and confirm the Purchaser's
ownership  of  the  whole  of the License Interest, as herein agreed, the Escrow
Agent will release all such matters, documents and funds to the relevant parties
to  complete  the  purchase, sale and assignment of the License Interest and the
transfer  of  the  License  to  the  Purchaser.

4.3     TERMINATION

If,  for  any  reason  whatsoever:

a)     The  Seller  does not receive the grant of the License from the Minister,
or other issuing authority, together with all other required approvals, permits,
consents  and  ancillary  items  within  the  Option  Period,  and the Purchaser
delivers  notice  to the Seller in writing that it does not wish to exercise its
Option  for  that  reason;  or

b)     Approval  and  Registration is denied or refused by the Minister or other
competent  authority in that regard, or cannot be obtained, or the assignment of
the  License  Interest  cannot,  for any reason, be completed to the Purchaser's
satisfaction, acting reasonably, and the Purchaser gives notice to the Seller in
writing  of  the  termination  of  this  Agreement  for  that  reason,

then,  in  either circumstances, (i) the Escrow Agent will forthwith release the
funds  deposited  under  clause 4.1(d), the Promissory Notes, and the shares and
share  assignments  to  the  Purchaser, and (ii) within 30 Business Days, Seller
must  repay  to  the  Purchaser  the  funds paid or credited to it under clauses
4.1(a),  4.1(b)  and  4.1(c)  above.



5     RIGHTS AND OBLIGATIONS PRIOR TO THE COMPLETION DATE

5.1     CONDUCT PRIOR TO COMPLETION

The  Seller  is responsible for the administration of the License Interest until
the  Completion  Date.  Prior  to  the  Completion  Date,  except  as  expressly
disclosed  in  this  Agreement or consented to by the Purchaser, the Seller must
inform  and  consult  with the Purchaser on all material matters relating to the
License Interest.  In particular, but without prejudice to the generality of the
foregoing:
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(a)     the Seller must not create any Security Interest over any of the License
Interest  or  dispose of any of its interest in any of the License Interest; and

(b)     the  Seller must provide to the Purchaser copies of all material notices
received  by  it  from the Minister or any other party in respect of the License
Interest.

The  Purchaser must not unreasonably withhold or delay any consent, which may be
required  under  this clause 5.1.  The Purchaser will be taken to have given its
consent for the purposes of this clause 5.1, if the Purchaser does not, within a
period  of  time  that  is  reasonable in the context of the matter to which the
consent  relates, notify the Seller that it refuses its consent.  In this clause
5.1,  a  reasonable period of time means within 96 hours after being notified by
the  Seller  of  a  proposed  action.

5.2     CONFIDENTIAL INFORMATION

Any  information  obtained by the Purchaser by reason of clause 5.1 is deemed to
be  "Confidential  Information"  and  after the Effective Date is subject to the
terms  of  clause  9.


5.3     FACTORS RELEVANT TO SELLER'S OBLIGATIONS

In  complying  with its obligations under clause 5.1, the Seller is not required
to  do  or allow to be done anything, which would, in the Purchaser's reasonable
opinion:

(a)     unreasonably  disrupt  or  adversely  impact  the  License  Interest;

(b)     breach  any  obligations (including obligations of confidentiality) that
the  Seller  owes  to  any  third  party  or  under  any  law or regulations; or

(c)     materially  prejudice  the  likelihood  of  Completion  occurring.


6     COMPLETION

6.1     TIME AND PLACE OF COMPLETION

Completion  of  the sale and purchase of the License Interest will take place on
the Completion Date at the offices of the Seller at Suite 540, 10851 North Black
Canyon  Highway,  Phoenix,  Arizona, USA or at any other place as the Seller and
the  Purchaser  may  agree  in  writing.  The parties may alternatively elect to
effect  Completion  by  execution  of  counterpart  signatures  remotely.

6.2     SELLER'S COMPLETION OBLIGATIONS

On  the  Completion  Date,  the  Seller  must  deliver  to  the  Purchaser:

(a)     where  applicable,  a  copy  of  the  Deed of Assignment and Assumption,
executed by the Seller in registrable form except for the payment of any duty or
registration  fee;

(b)     any  other  document  reasonably  required by the Purchaser to vest full
possession and benefit of the License and the License Interest in the Purchaser;
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(c)     the  originals  of  all instruments, title documents, contract documents
and  other  records  relating  to  the  License;

(d)     a  copy  of  the  Royalty  Grant  Deed  executed  by  Seller;  and


(e)     a  copy of this Agreement, which has been Approved and Registered by the
Minister.


6.3     PAYMENT AND DELIVERY ON COMPLETION

On  the  Completion Date and subject to the timely and proper performance by the
Seller  of  the  obligations  on  its part to be performed under clause 6.2, the
Purchaser  must:

(a)     pay  to  the  Seller the balance of the Purchase Price in cash and stock
value  in  accordance  with  clause  4.1;  and

(b)     where  applicable,  deliver  to  the  Seller  a  copy  of  the  Deed and
Assignment  and  Assumption  executed by the Purchaser and a copy of the Royalty
Grant  Deed  executed  by  the  Purchaser.

6.4     REGISTRATION PRIOR TO COMPLETION

(a)     Immediately  prior  to  Completion, the Purchaser and Seller must submit
all  Transaction  Documents  not  already approved and registered, including the
Deed  of  Assignment  and  Assumption,  for  Approval  and  Registration.

(b)     Each  party  must co-operate with the other and do all things reasonably
necessary  to  obtain  Approval  and Registration in accordance with this clause
6.4.

(c)     Without  limiting  the  generality  of  paragraph  (b):

(1)     each  party  must  make  all  necessary and appropriate applications and
supply  all  necessary  and  appropriate information for the purpose of enabling
Approval  and  Registration  to  be  obtained;

(2)     no  party may withdraw or procure the withdrawal of any application made
or  information  supplied  under  paragraph  (c)(1);

(3)     no party may take any action that would or would be likely to prevent or
hinder  Approval  and  Registration;  and

(4)     each party must supply to the others copies of all applications made and
all information supplied for the purpose of obtaining Approval and Registration.

(d)     Upon  Approval  and  Registration,  the  parties  shall,  as  between
themselves,  treat  the transfer of title to and property in the License and the
License  Interest  and  the  risk  of  damage  to  or loss of any of the License
Interest  as  taking  effect  as  of  and  from  the  Completion  Date.

(e)     Each  of  the  parties  acknowledges  that  paragraph (d) is intended to
operate,  subject  to  the provisions of the Petroleum Legislation, to give each
party  all of the rights, powers and remedies and all of the obligations, duties
and  liabilities  that  each  of  them would have had on and from the Completion
Date,  as  if  each  provision  of  this Agreement has come into force and taken
effect  in  all  respects  on  the  Completion  Date.
                                        11
<PAGE>
(f)     The  Purchaser  must, upon the Approval and Registration of the dealings
evidenced  by  the  documents  submitted  in  accordance  with  this clause 6.4,
promptly give the Seller Notice of the Approval and Registration and provide the
Seller  with  a  copy  of  the  evidence  of  such  Approval  and  Registration.



7     SALE AND PURCHASE OF THE LICENSE INTEREST

7.1     ACQUISITION  OF  THE  LICENSE  INTEREST  BY  THE  PURCHASER

(a)     The  Purchaser will be entitled to acquire the License Interest from the
Seller  by:
(i)     paying  the  Purchase  Price  to  the  Seller;
(ii)     committing  to  the  guaranteed  work  program and the total guaranteed
expenditure  subject to which the License has been or will be granted as set out
in  the  Bidding Document without variation or extension, unless application for
such variation or extension is approved prior in writing by the Seller or unless
the  Purchaser  has  reasonable  excuse for such variation or extension due to a
force  majeure  circumstance  (the  "GUARANTEED  WORK  PROGRAM");  and

(iii)     granting  the  Royalty  Interest  to  the  Seller  by execution of the
Royalty  Grant  Deed;  and

(b)     subject  to  Completion,  the  Purchaser  agrees  to  assume  all of the
obligations  and  liabilities  arising  in relation to the License including all
work  and  expenditure  obligations in respect of the Guaranteed Work Program on
and  from  the  Completion  Date.

7.2     THE  PURCHASER  MAY  FARM  OUT

The  Purchaser  may  assign, in whole or in part, to one or more parties, any of
its  rights under this Agreement to enable it to satisfy the License commitments
or any other obligation under this Agreement or otherwise provided that any such
assignee  assumes  the  assigned  part  of  the  Purchaser's  obligations  and
liabilities  under this Agreement, and the Seller agrees to do all acts, matters
or things required by the Purchaser to give effect to the acquisition of such an
interest  by  a  third  party.

7.3     ROYALTY  INTEREST

Subject to Completion, the Purchaser is deemed to have granted to the Seller the
Royalty  Interest pursuant to the Royalty Grant Deed.  The Royalty Interest will
be  enduring  and  will  continue  until  the  whole  of  the  License  has been
relinquished  or  terminated.  The  Royalty Interest will apply in the event the
License  is  relinquished  and  then  a  new license is granted to the Purchaser
during  a  one-year  period.  To the extent that the Purchaser wishes to assign,
sell  or  otherwise  dispose of its interest in the License to a third party the
Purchaser must ensure that that third party purchaser takes its interest subject
to  the  Royalty  Interest.
                                        12
<PAGE>
7.4     REVERSION  OF  LICENSE  INTEREST  TO  THE  SELLER

If  the  Purchaser  fails  in  any  material  way to perform the Guaranteed Work
Program  and  the  Purchaser  has failed to obtain a variation of the Guaranteed
Work  Program  from  the  Minister  or  the  relevant  Government  Agency  to:

(a)     a  waiver  of  the  breach;  or

(b)     an  extension  of  time  to  rectify  such  breach,

then  the Seller is entitled to request that the Purchaser transfers the License
Interest  back  to the Seller.  Prior to exercising such right of reversion, the
Seller  agrees  to issue a Notice to the Purchaser requesting that the Purchaser
remedies  the  default  within  90  days  after  the date of the Notice.  If the
Purchaser  fails  to  remedy  the  default  within  this  period, the Seller may
exercise  its  right of reversion by further Notice to the Purchaser.  Forthwith
upon  receiving  such  Notice  the  Purchaser  agrees  to  execute and deliver a
transfer  of  the  License  Interest  to the Seller and execute and deliver such
other  documents  reasonably  required by the Seller to vest full possession and
benefit  of  the  License  Interest in the Seller.  In such event, the Purchaser
also  agrees  to  indemnify the Seller against and hold the Seller harmless from
all  claims  arising in respect of works performed by the Purchaser prior to the
date  of  such reversion.  Any variation to the Guaranteed Work Program requires
consent  from  the  Seller  which  cannot  be  unreasonably  withheld.



8     SELLER'S WARRANTIES

8.1     SELLER'S WARRANTIES

The  Seller represents and warrants to the Purchaser that as at the date of this
Agreement,  and  as  at  Completion  (unless  otherwise stipulated), each of the
statements  made  in  Schedule  1  is  accurate.


8.2     ABILITY TO CLAIM

Except  with  respect  to  obligations  under  clause 10, the Seller will not be
liable  to  the  Purchaser  for any Claim under the Seller's Warranties, for any
breach  of  this  Agreement  or  otherwise:

(a)     unless  the  Purchaser  has  given Notice to the Seller setting out full
details  of  the  Claim (including without limitation, reasonable details of the
fact,  circumstance  or  event giving rise to the Claim, the nature of the Claim
and,  to the extent that it is able to do so, the Purchaser's calculation of the
loss  suffered  by  it)  as  soon  as reasonably practicable after the Purchaser
becomes  aware  of the fact, matter or circumstance on which the Claim is based,
and  in  any  event  within  12  months  after  Completion;

(b)     if  the  amount  finally  adjudicated  or  agreed  against the Seller in
respect  of  that  Claim  is  less  than  $10,000;

(c)     if the aggregate amount of Claims made is less than $10,000;

(d)     to the extent that the Claim is based on any fact, matter or
circumstance:
                                        13
<PAGE>
(1)     contained in the Disclosures;
(2)     contained in this Agreement; or

(3)     which is or was within the actual knowledge of the Purchaser;

(e)     if  the  Claim arises or is increased directly as a result of any act or
omission  of  or on behalf of the Seller in the ordinary course of business (and
subject to the Seller complying with its obligations under clause 5.1) and where
the  Purchaser  has  consented  to  that  act  or  omission  under  clause  5.1;

(f)     if  compensation in respect of the Claim is recoverable by the Purchaser
under  or  out  of  the  proceeds of any insurance (or insurance that existed at
Completion  that  the  Purchaser  has  failed  to maintain) or the Purchaser has
rights  of  recovery  against  a  third  party  and  recovery  is  made;

(g)     to  the extent that the Claim relates to any liabilities that is part of
the  Disclosures;

(h)     to  the extent that the Claim has arisen as a result of or in connection
with any act or omission by the Purchaser, any Affiliate of the Purchaser or any
person  acting, or purporting to act on behalf of the Purchaser or any Affiliate
of  the  Purchaser  after  Completion;  or

(i)     to  the extent that the subject of the Claim has been or is made good or
is  otherwise  compensated for without cost to the Purchaser or any Affiliate of
the  Purchaser.

8.3     LIMITATION ON CLAIMS

With respect to obligations under clause 8.2:

(a)     the  maximum  aggregate amount the Purchaser may recover from the Seller
in  relation  to  this  Agreement  is  an  amount  equal  to  $4,050,000;  and

(b)     in  no  circumstances will the Seller be liable to the Purchaser for any
indirect  loss,  economic  loss, loss of profits or consequential loss or damage
whatsoever,  however  arising.


8.4     MANAGEMENT OF THIRD PARTY CLAIMS

(a)     If a claim by a third party against the Purchaser (actual or threatened)
may  potentially  give rise to a Claim by the Purchaser against the Seller for a
breach  of  one of the Seller's Warranties but not otherwise, the Purchaser must
notify  the  Seller  in writing of such claim as soon as reasonably practicable.

(b)     Within  20  Business  Days  after  receiving a Notice from the Purchaser
under  paragraph  (a)  above,  the  Seller  may  consult  with  the Purchaser to
ascertain  what  steps,  if  any,  are reasonable and appropriate to resolve the
third  party  claim.

(c)     If  the Seller wishes to make an offer for or agree to settlement of any
third party claim on behalf of the Purchaser, the Seller must first consult with
the  Purchaser.  If  the  Purchaser  opposes the course of action, Seller cannot
proceed  with it and the liability of the Seller with respect to the third party
claim  is  limited  to the amount or amounts that would have been payable by the
Seller  under  the  terms  of  the  proposed  offer  and  settlement  proposal.
                                        14
<PAGE>
(d)     If  the  Seller does not wish to dispute (or to continue to dispute) the
third  party  claim on behalf of the Purchaser, the Purchaser must first consult
with  the  Seller  before  making any offer for or agreeing to any settlement of
such  a  claim.

(e)     Subject to paragraph (f), any breach of this clause 8.4 which materially
compromises  the Seller's ability to dispute or conduct or direct the conduct of
any  dispute,  proceeding,  objection, or appeal will result in the Seller being
relieved  from  any  liability  whatsoever  to the Purchaser with respect to the
Claim  for  breach  of  the  Seller's  Warranties.

(f)     Nothing  in  this  clause 8.4 requires the Purchaser to do anything that
would  have  a  material  adverse  effect  on the Purchaser's existing business.



9     EXCLUSION OF OTHER WARRANTIES

9.1     OTHER WARRANTIES EXCLUDED

(a)     For  the avoidance of doubt and without limiting paragraphs (b), (c) and
(d)  below,  the  Purchaser  acknowledges that the Seller makes no warranties or
representations  (express  or  implied) in relation to the License Interest, the
Disclosures  or  Disclosure  Materials,  except  the  Seller's  Warranties.  In
particular, and without limiting in any way the generality of the foregoing, the
Purchaser  expressly  acknowledges  that  Seller  gives  no  warranty  and  no
representation  is  made  by  the  Seller  in  relation  to:

(i)     any  geological,  geophysical,  engineering,  economic,  fiscal or other
interpretations, opinions, forecasts or evaluations by Seller, Affiliates of the
Seller  or  any  other  person;

(ii)     future matters, including future or forecast costs, revenue or profits;
(iii)     reserves or life of fields;
(iv)     markets; or

(v)     the accuracy, reliability or completeness of any information or material
provided  to  the  Purchaser  in  connection  with  the  License Interest or the
transaction  contemplated  by  this  Agreement.

(b)     In  consideration  of  the  Seller  entering  into  this  Agreement, the
Purchaser  represents  and  warrants  to  the  Seller  as  at  the  date of this
Agreement,  and  as  at  Completion,  that  the  Purchaser has relied on its own
investigations  in  relation  to  the License Interest and has not relied on any
statement  (written  or  oral)  or  other  conduct by or on behalf of the Seller
relating  to those things except the Seller's Warranties and, in particular, the
Purchaser  acknowledges  that  it:

(i)     has  had,  whether  directly  or  indirectly,  access  to  the Data Room
containing  information  about  the  License  Interest;  and

(ii)     has  had  been  afforded  the  opportunity to make requests for further
information  relevant  to  the  License  Interest  and such information has been
supplied,
                                        15
<PAGE>
and  that  this  information and access has been granted by the Seller to enable
the  Purchaser to make its own investigations and form its own views and to rely
on  those  investigations  and  views  in  entering  into  this Agreement, which
investigations  and  views  it  has  relied  upon.

(c)     The  Purchaser  agrees  that  to  the  extent  that  it  has  actual  or
constructive  knowledge  of  the  subject matter of the Seller's Warranties, any
breach  of the Seller's Warranties will not be enforceable against the Seller to
the  extent it is shown that the Purchaser knew of inaccuracy, error or omission
at  the  date  of  this  Agreement.

(d)     To  the  extent  permitted  by law, the Purchaser irrevocably waives any
right  it may have to bring an action in respect of any contravention of Arizona
Revised  Statutes  Title  10,  the  Securities  Act  of  1933,  as  amended, the
Securities  Exchange Act of 1934, as amended, any other federal securities laws,
any  state  blue  sky  laws,  or  other legislation whatsoever in respect of any
statement,  representation,  conduct  or omission by or on behalf of the Seller,
its  Related Entities or any Affiliates which is not expressly contained in this
Agreement.

(e)     Subject  to any law whatsoever to the contrary and except as provided in
the  Seller's  Warranties,  all  terms,  conditions,  warranties and statements,
whether  express, implied, written, oral, collateral, statutory or otherwise are
excluded  and  the  Seller  disclaims  all liability in relation to these to the
maximum  extent  permitted  by  law.


9.2     REMEDIES FOR BREACH OF SELLER'S WARRANTIES OR CLAIMS

Except  in  circumstances where breach of any of the Seller's Warranties will or
may  result  in  the  Purchaser not receiving full possession and benefit to the
License,  free  of  Security Interests, the Purchaser acknowledges that the sole
remedy  for a breach of any of the Seller's Warranties or for any other claim in
respect  of  the  subject  matter of this Agreement whatsoever is damages and it
shall  not  be  entitled  to  defer  Completion  or  rescind  or  terminate this
Agreement.

9.3     RECOVERED AMOUNTS

If  after  the  Seller  has  made a payment to the Purchaser pursuant to a Claim
under  the  Seller's  Warranties, the Purchaser receives a payment or benefit in
relation  to  the  fact, matter or circumstances to which the Claim relates, the
Purchaser  must  repay  to  the Seller the amount received from the Seller or if
less,  the payment or benefit received by the Purchaser. Any such amounts repaid
to  the  Seller  pursuant to this clause will be deemed to increase the Purchase
Price  payable  by  the  Purchaser  under  this  Agreement.

                                        16
<PAGE>
10     CONFIDENTIALITY

10.1     CONFIDENTIALITY BEFORE COMPLETION

Until  a  public announcement is made after Completion in accordance with clause
10.2,  each party must keep confidential any information about the existence and
terms  of  this  Agreement  and  any draft of this Agreement, or any information
obtained under this Agreement or prior to entering into this Agreement, and must
not  disclose  any  such  information  to  any  person  except:

(a)     any  Affiliate  of  the  party  that  has  a  clear  need  to  use  that
information;

(b)     any  director,  officer, employee, financier or adviser of the party, or
of  an  associated  entity  of  the  party,  who  has  a  clear need to use that
information;

(c)     pursuant  to any applicable law, or to any regulatory body or Government
Agency,  or  pursuant  to  the  rules  of  any  stock  exchange;  or

(d)     to  the  extent necessary to obtain any consent or approval contemplated
by  this  Agreement  or  the  financing  of the transaction contemplated herein.

10.2     PUBLIC ANNOUNCEMENTS

(a)     No  party will make any public announcement or statement concerning this
Agreement  or  Completion  without  the  prior approval of the other party (such
approval not to be unreasonably withheld).  The parties must in good faith agree
at  or  before  Completion  the  form  or forms of press announcements or public
statements  that  they  will  each  make.

(b)     Paragraph  (a)  above does not apply to any disclosure which is required
pursuant  to any applicable law, or to any regulatory body or Government Agency,
or  pursuant  to  the rules of any stock exchange, in which event the disclosing
party  must seek the other party's approval of the content of the disclosure and
give  the other party at least 48 hours prior Notice of the required disclosure.
The  parties  will  use  all  reasonable  endeavors  to  agree  the terms of the
disclosure.  Consent  of  the  other  party  will  not be unreasonably withheld.
(c)     Seller hereby acknowledges that the Purchaser will be required to file a
Current Report on Form 8-K with the United States Securities Exchange Commission
shortly  after  the  execution  of  this Agreement that will report on the same.


11     PURCHASER'S WARRANTIES

The Purchaser represents and warrants to the Seller that, as at the date of this
Agreement  and as at Completion, each of the Purchaser's Warranties is accurate.

12     INDEMNITY AND BREACH

12.1     SELLER'S INDEMNITY

The  Purchaser  must indemnify and keep indemnified the Seller against any Claim
suffered or incurred by the Seller, which arises from (and any costs, charges or
expenses  incurred  by  the Seller in connection with) any breach of, or default
under  this  Agreement  by  the  Purchaser.
                                   17
<PAGE>
12.2     SELLER'S REMEDIES

Subject  to  clause 12.3, if the Purchaser fails to comply with any term of this
Agreement, without limiting the remedies available to the Seller, the Seller may
do  any  or  all  of  the  following:

(a)     terminate  this  Agreement;

(b)     sue  the  Purchaser  for  breach;  or

(c)     without  further  Notice  to the Purchaser, retain the Purchase Price or
resell  the  License  Interest  by any means the Seller determines and claim and
recover  from  the Purchaser any amount by which the proceeds of such sale (less
all  incidental  expenses)  is  less  than  the  Purchase  Price.

12.3     NOTICE OF BREACH

The  Seller  will not take any action described in clause 12.2 unless the Seller
has  first given Notice to the Purchaser setting out full details of the default
requesting  that  the Purchaser remedies the default with 30 days after the date
of  the Notice and the Purchaser fails to remedy the default within that period.

12.4     LIMITATION ON CLAIMS

With  respect  to  obligations  under  clause  12.1:

(a)     the  maximum  aggregate amount the Seller may recover from the Purchaser
in  relation  to  this  Agreement  is an amount equal to the Purchase Price; and

(b)     in  no  circumstances  will  the  Purchaser  be liable to Seller for any
indirect  loss,  economic  loss, loss of profits or consequential loss or damage
whatsoever,  however  arising.

12.5     PURCHASER'S INDEMNITY

Subject  to  the  limitations in clauses 8 and 9, the Seller must indemnify, and
keep  indemnified,  the  Purchaser against any Claim suffered or incurred by the
Purchaser  which arises from (and any costs, charges or expenses incurred by the
Purchaser in connection with) any breach of, or default under, this Agreement by
the  Seller.

13     TAXATION

13.1     GST

The  Seller  and  the Purchaser agree that the supply of the License Interest by
the  Seller  to  the  Purchaser  is  the  supply  of  a going concern and is for
consideration,  provided however that if for any reason GST is deemed applicable
to  the  Purchase  Price  by  any body competent to do so the Purchaser shall be
liable  for  the  payment  of  such  GST.

In all cases, the following principles apply when determining the amount payable
(the  "PAYMENT")  for  anything  supplied  pursuant  to  this  Agreement:

(a)     If  GST  is payable in relation to the supply the amount payable will be
the  consideration  specified  in  this  Agreement  plus  GST  (if  any).

(b)     If  the  Payment  is  determined  by  reference to any liability or cost
incurred  by  a  party  (the  PAYEE),  the  relevant amount is the actual amount
incurred  by  the Payee less the amount of any GST input tax credit the Payee is
entitled  to  claim  in  respect  of  that  liability.
                                        18
<PAGE>
(c)     If  the  Payment  is  a  reimbursement  or  indemnification  of  a  loss
determined  by reference to revenue earned less costs incurred, the revenue will
be  the revenue earned net of GST and the costs will be determined in accordance
with  paragraph  (b)  above.


13.2     RECOGNITION OF INCOME AND EXPENSES

The  Seller  and  Purchaser  agree  that:

(a)     the  Seller  will  recognize the income and expenditures attributable to
the  License  Interest  for Tax (excluding Petroleum Resource Rent Tax) purposes
for  the  period  up  to  and  including  the  Completion  Date;  and

(b)     the Purchaser will recognize the income and expenditures attributable to
the  License  Interest  after  the  Completion Date for Tax (excluding Petroleum
Resource  Rent  Tax)  purposes.

The Seller and the Purchaser agree to file all Tax (excluding Petroleum Resource
Rent  Tax)  returns  on  this  basis.



14     COSTS AND EXPENSES

14.1     STAMP DUTY AND REGISTRATION FEES

(a)     The Purchaser must pay:

(1)     any  stamp  duty;  and

(2)     all  registration  fees  under  the  Petroleum  Legislation,

in  respect  of  the  execution, delivery and performance of this Agreement, the
Deed  of  Assignment  and  Assumption or any other agreement or document entered
into  or  signed  in  order  to  effect  the  transactions  contemplated by this
Agreement.

(b)     The  Purchaser  agrees to proceed diligently and expeditiously to submit
all  documents associated with the sale and purchase evidenced by this Agreement
required  to  be submitted for stamping for an assessment of stamp duty and will
keep  the  Seller  apprised  of  progress  in  that  regard.


14.2     COSTS AND EXPENSES

Subject  to  clause  14.1,  each  party  must  pay its own costs and expenses in
respect  of  the  negotiation,  preparation,  execution  and  delivery  of  this
Agreement and of any other agreement or document entered into or signed in order
to  effect  the  transactions  contemplated  by  this  Agreement.
                                   19
<PAGE>

15     MERGER

The  rights  and  obligations of the parties will not merge on the completion of
any transaction contemplated by this Agreement.  They will survive the execution
and delivery of any assignment or other document entered into for the purpose of
implementing  any  such  transaction.



16     ASSIGNMENT

The  rights  and  obligations  of  the  Purchaser  under  this  Agreement may be
assigned, encumbered or otherwise disposed of, with the prior written consent of
the  Seller,  which  cannot  be  unreasonably  withheld.



17     FURTHER ASSURANCES

Each party agrees to do all such things and execute all such deeds, instruments,
transfers  or  other  documents  as  may  be necessary or desirable to give full
effect  to the provisions of this Agreement and the transactions contemplated by
it.



18     ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties with respect to
its  subject  matter  and  supersedes  all  prior  agreements and understandings
between  the  parties  in  connection  with  it.



19     WAIVER

No  failure to exercise or any delay in exercising any right, power or remedy by
a  party  operates as a waiver. A single or partial exercise of any right, power
or  remedy  does not preclude any other or further exercise of that or any other
right,  power  or remedy. A waiver is not valid or binding on the party granting
that  waiver  unless  made  in  writing.


20     NOTICES

Any  notice,  demand,  consent or other communication (a "NOTICE") given or made
under  this  Agreement:

(a)     must be in writing and signed by a person duly authorized by the sender;

(b)     must,  if  communicated  by  posting  or  faxing,  be  acknowledged  by
electronic  mail  sent  on  the  day  that  such  faxing  or  posting  occurs;

(c)     must  be  delivered  to  the  intended recipient by prepaid post (or, if
posted  to  an  address in another country, by registered airmail) or by hand or
fax  to  the  address  or  fax  number  below  or the address or fax number last
notified  by  the  intended  recipient  to  the  sender:

(1)     Liberty Petroleum Corporation:

        Suite 540, 10851 North Black Canyon Highway
        Phoenix, Arizona, 85029 USA
        Attention:     Mr. Lane Franks
        Fax No:     +1 602 864-6690
        Email:          lane@libertypetroleumcorporation.com
                                        20
<PAGE>
(2)     Santos Resource Corp:

        Suite 1700, One Riverway Drive,
        Houston, Texas, 77056 USA
        Attention:     Mr. Michael Dahlke
        Fax No:     +1 713 622-1937
        Email:          miked@staroilcompany.com


(d)     will  be  taken  to  be  duly  given  or  made:

(1)     in the case of delivery in person, when delivered;

(2)     in  the  case  of  delivery  by  post  2 Business Days after the date of
posting  (if  posted to an address in the same country) or 7 Business Days after
the  date  of  posting  (if  posted  to  an  address  in  another  country);

(3)     in  the  case of fax, on receipt by the sender of a transmission control
report from the dispatching machine showing the relevant number of pages and the
correct  destination fax machine number and indicating that the transmission had
been  made  without  error,

but  if  the result is that a Notice would be taken to be given or made on a day
which is not a Business Day in the place to which the Notice is sent or is later
than 4.00pm (local time) it will be taken to have been duly given or made at the
commencement  of  business  on  the  next  Business  Day  in  that  place.

21     GOVERNING LAW AND JURISDICTION

THE  LAW  OF THE STATE OF TEXAS GOVERNS THIS AGREEMENT AND EACH PARTY SUBMITS TO
THE  NON-EXCLUSIVE  JURISDICTION  OF  THE  COURTS OF THAT STATE AND THOSE COURTS
EMPOWERED  TO  HEAR  APPEALS THEREFROM IN CONNECTION WITH ALL MATTERS CONCERNING
THIS  AGREEMENT.



22     COUNTERPARTS

This  Agreement  may be executed in any number of counterparts. All counterparts
will  be taken to constitute one instrument. Any signature page of a counterpart
may  be detached without impairing the legal effect of the signature thereon and
attached  to another counterpart identical in form but having attached to it one
or  more  additional  signature  pages  executed  by  the  other  party.
                                        21
<PAGE>

EXECUTED BY THE PARTIES AS AN AGREEMENT:



BY
LIBERTY PETROLEUM CORPORATION




Witness     Authorized signatory
            --------------------


Name and address (please print)     Name (please print)
-------------------------------     -------------------



BY
SANTOS RESOURCE CORP.




Witness     Authorized signatory
            --------------------


Name and address (please print)     Name (please print)
-------------------------------     -------------------
                                        22
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SCHEDULE 1 - SELLER'S WARRANTIES

1     CORPORATE STANDING OF SELLER

1.1     The  Seller is duly incorporated and validly exists under the law of its
place  of  incorporation.

1.2     The  Seller  has  full corporate power and authority to own and sell the
License  Interest.

1.3     The  Seller  is solvent and no receiver has been appointed over any part
of  the  Seller's  License Interest and no such appointment has been threatened.

1.4     The  Seller  is  not  in liquidation or under official management and no
proceedings  have  been  brought or threatened for the purpose of winding-up the
Seller  or  placing  it  under  official  management.

2     DUE AUTHORIZATION

2.1     The  execution  and  delivery  of  this  Agreement  has  been  properly
authorized  by  all  necessary  corporate  action  of  the  Seller.

2.2     The  Seller has full corporate power and lawful authority to execute and
deliver  this  Agreement  and to consummate and perform or cause to be performed
its  obligations  under  this  Agreement.

2.3     This  Agreement constitutes a legal, valid and binding obligation of the
Seller  enforceable  in  accordance  with its terms by appropriate legal remedy.

2.4     This  Agreement  and  Completion  does  not conflict with or result in a
breach  of  or  default under any provision of the constitution of the Seller or
any  material  term  or provision of any agreement or deed or any writ, order or
injunction,  judgment  law,  rule  or  regulation  to  which it is a party or is
subject  or  by  which  it  is  bound.

3     LICENSE INTEREST

3.1     The  Seller has good title to the License Interest and in the License or
will  have  upon  receiving  full  and  proper Ministerial grant of the License.

3.2     The  Seller  has  legal  and beneficial ownership of the License and the
License  Interest  or will have upon receiving full and proper Ministerial grant
of  the  License  and the Seller's legal and beneficial ownership of the License
Interest  is  and  will  be  free  and  clear  of  all  Security  Interests.

4     MATERIAL BREACH

To the best of the knowledge of the Seller, the Seller has received no notice of
any  material  breach in relation to any of its obligations under the License or
Petroleum  Legislation.
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5     ABSENCE OF LITIGATION

5.1     To  the  best  of  the  knowledge  of  the  Seller:

(a)     there  is  no  subsisting  litigation  between  the Seller and any other
person  affecting  the  License  or  the  License  Interest;  and

(b)     as  at  the  date  of  this  Agreement, there are no disputes, claims or
demands between the Seller and any other person which are likely to give rise to
litigation  affecting  the  License  or  the  License  Interest.

5.2     To  the  best  of  the  knowledge of the Seller, there is no unsatisfied
judgment, order, arbitral award or decision of any court, tribunal or arbitrator
against  the  Seller  affecting  the  License  or  the  License  Interest.

5.3     To  the  best  of  the  knowledge of Seller, there is no suit, action or
other  proceeding  pending or threatened before any Government Agency or body of
competent  jurisdiction  seeking  to  enjoin or restrain the consummation of the
transactions  contemplated  by  this  Agreement.

6     ACCURACY OF INFORMATION

The  information  located  in  the Data Room was prepared in good faith and made
available  to  the  Purchaser  for  the  purpose  of  assisting  it in making an
assessment of the value of the License Interest and Seller has deliberately not:

(a)     omitted anything material from the Data Room or other Disclosure
Material; or

(b)     included anything materially misleading in the Data Room or other
Disclosure Material.

7     ENVIRONMENTAL

To  the  best  of the knowledge of the Seller, as at the date of this Agreement,
the  Seller has not received any Notice of any civil, criminal or administrative
action,  or  other proceeding or suit, under any law relating to the environment
applicable  to  the  License  which  is  current,  pending  or  threatened.

8.     SECURITIES  LAW  MATTERS

The  Seller  (i)  acknowledges  that it has received recent filings by Purchaser
with  the U.S. Securities and Exchange Commission regarding the business, plans,
financial condition, properties, operations and prospects of Purchaser, and that
it  believes  that  it  has  been  and will be given full access to all material
information  concerning  the  financial  condition,  properties,  operations and
prospects of Purchaser, and has had an opportunity to ask such questions of, and
to  receive such information from, Purchaser as it has desired and to obtain any
additional  information  necessary to verify the accuracy of the information and
data  received;  (ii)  has  such  knowledge,  skill  and experience in business,
financial  and investment matters so that it is capable of evaluating the merits
and  risks  of  an  acquisition of shares of Purchaser's Common Stock; (iii) has
reviewed its financial condition and commitments and that, based on such review,
the  Seller  is  satisfied  that  it  (a)  has  adequate  means of providing for
contingencies,  (b) has no present or contemplated future need to dispose of all
or  any  of  the  shares  of  Purchaser's Common Stock to be received to satisfy
existing  or contemplated undertakings, needs or indebtedness, (c) is capable of
bearing  the  economic  risk  of the ownership of such shares for the indefinite
future,  and (d) has assets or sources of income which, taken together, are more
than  sufficient  so  that the Seller could bear the loss of the entire value of
the  shares  of  Purchaser's Common Stock to be received; (iv) is acquiring such
shares  solely  for its own beneficial account, for investment purposes, and not
with  a  view  to,  or  for  resale in connection with, any distribution of such
shares;  (v)  understands  that  the  shares  of  Purchaser's Common Stock to be
received  have not been registered under the Securities Act of 1933 or any state
securities  laws and therefore such shares are "restricted" under such laws; and
(vi)  has  not  offered  or sold any portion of the shares of Purchaser's Common
Stock  to  be  received  and  has no present intention of reselling or otherwise
disposing of any portion of such shares either currently or after the passage of
a  fixed or determinable period of time or upon the occurrence or non-occurrence
of  any  predetermined  event  or  circumstance.
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SCHEDULE 2 - DISCLOSURES

1     The Data Room Documentation.

2     All information publicly available (by searches at public registers or
otherwise).

3     All  other  information and data provided or communicated to the Purchaser
in  writing, its Related Entities, representatives, advisers or employees by the
Seller,  its  Related  Entities,  representatives,  advisers or employees or any
other  person,  before  the  date  of  this  Agreement.
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SCHEDULE 3 - PURCHASER'S WARRANTIES

1     THE PURCHASER

1.1     The  Purchaser  is duly incorporated and validly exists under the law of
its  place  of  incorporation.

1.2     The Purchaser is not insolvent and no receiver has been appointed and no
controller has any right over any part of its assets and no such appointment has
been  threatened.

1.3     The  Purchaser  is  not  in  liquidation  or  official management and no
proceedings  have  been  brought or threatened for the purpose of winding-up the
Purchaser  or  placing  it  under  official  management.

2     DUE AUTHORIZATION OF PURCHASER

2.1     The  execution  and  delivery  of  this  Agreement  has  been  properly
authorized  by  all  necessary  corporate  action  of  the  Purchaser.

2.2     The  Purchaser  has full corporate power and lawful authority to execute
and  deliver  this  Agreement  and  to  consummate  and  perform  or cause to be
performed  its  obligations  under  this  Agreement.

2.3     This  Agreement constitutes a legal, valid and binding obligation of the
Purchaser  enforceable in accordance with its terms by appropriate legal remedy.

2.4     This  Agreement  and  Completion  does  not conflict with or result in a
breach of or default under any provision of the constitution of the Purchaser or
any  material  term  or provision of any agreement or deed or the writ, order or
injunction,  judgment,  law,  rule  or  regulation  to which it is a party or is
subject  or  by  which  it  is  bound.



ANNEXURE A - ROYALTY GRANT DEED

ANNEXURE B - DEED OF ASSIGNMENT AND ASSUMPTION

ANNEXURE C - SIX-MONTH PROMISSORY NOTE

ANNEXURE D - NINE-MONTH PROMISSORY NOTE

ANNEXURE E - ESCROW AGREEMENT

ANNEXURE F - COMMON STOCK LEAKAGE AGREEMENT

ANNEXURE G - BIDDING DOCUMENT
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