Exhibit
      10.33




This
      Agreement made effective this 10 th day of
      September, 2007.




BETWEEN:




**STAR
      CAPITAL INC.**


(hereinafter
      “ **Star** ”)


OF
      THE
      FIRST PART




and




**DEEP
      WELL OIL & GAS INC.**


(hereinafter **** “ **Deep
      Well Nevada** ”)


OF
      THE
      SECOND PART




and




**DEEP
      WELL OIL & GAS (ALBERTA) LTD.**


(hereinafter
      “ **Deep
      Well Alberta** ”)


OF
      THE
      THIRD PART




and




**NORTHERN
      ALBERTA OIL LTD.**


(hereinafter **** “ **Northern** ”)


OF
      THE
      FOURTH PART




**AGREEMENT**




**ARTICLE
      1** **** **-
      RECITALS**




**WHEREAS** :




1.1  Deep
      Well
      Alberta is a wholly-owned subsidiary of Deep Well Nevada.




1.2  Northern
      is a subsidiary of Deep Well Nevada.




1.3  Star
      is a
      minority shareholder of Deep Well Nevada.









1.4  Star
      commenced a proceeding by Originating Notice in the Court of Queens Bench of
      Alberta, Judicial District of Calgary, as Action No. 0601-14480 (the
“ **Action** ”)
      in
      which Deep Well Nevada, Deep Well Alberta, Northern (collectively the
“ **Corporate
      Respondents** ”),
      and
      Horst A. Schmid (“Schmid”), David Roff (“Roff”), Curtis J. Sparrow (“Sparrow”),
      Cyrus Spalding (“Spalding”), Gary Tighe (“Tighe”), Steve Gawne (“Gawne”), and
      Moses Ling (“Ling”) (collectively the “ **Individual
      Respondents** ”)
      were
      named as Respondents.




1.5  The
      Individual Respondents, other than Tighe, are present or former Directors,
      Officers or Employees of the Corporate Respondents.




1.6  The
      parties have agreed to address the concerns expressed by Star in the Action
      in
      the manner set out herein.




**NOW
      THEREFORE** in
      consideration of the mutual covenants contained herein, the parties hereto
      agree
      with each other as follows:




**ARTICLE
      2** **-** **COVENANTS
      OF DEEP WELL NEVADA**




2.1  Deep
      Well
      Nevada will file its annual financial statements (Form 10-KB) for the fiscal
      years 2005 and 2006, together with its quarterly financial statements (Form
      10-QSB) for the fiscal years 2005 and 2006 and for the first three (3) quarters
      of its fiscal year 2007 on the EDGAR website no later than 120 days after the
      effective date of this Agreement (the “ **First
      Deadline** ”).
      For
      greater certainty, as Deep Well Nevada’s fiscal year end is September 30 in any
      given year, the third quarter of its fiscal year 2007 will be the quarter ending
      June 30, 2007. All of Deep Well Nevada’s Financial Statements described in this
      article are hereinafter referred to as the “ **Financial
      Statements** ”.




2.2  In
      the
      event that Deep Well Nevada fails to file the Financial Statements as required
      by Article 2.1 on or
      before the First Deadline then the management of Deep Well Nevada will provide
      Star, in care of its solicitors of record in the Action, a letter stating that
      the Financial Statements have been completed and have been submitted to the
      auditors of Deep Well Nevada to be audited or, in the case of quarterly
      financial statements, reviewed. Deep Well Nevada shall cause its auditors to
      confirm their receipt of the Financial Statements in writing including
      confirmation that the received statements and supporting materials are
      auditable, or reviewed in the case of quarterly financial statements, and such
      confirmation shall be provided to Star upon request.




2.3  In
      the
      event that Deep Well Nevada fails to file the Financial Statements as required
      by Article 2.1 ,
      and
      further fails to confirm that the Financial Statements have been submitted
      to
      the auditor, as required by Article 2.2, then Deep Well Nevada will, within
      30
      days following the First Deadline ( **“Second
      Deadline”** )
      either
      pay $100,000.00 in cash to Star or will provide Star with the equivalent dollar
      amount of common shares of Deep Well Nevada, based upon the 10 day average
      share
      price of Deep Well Nevada calculated for the period 10 days prior to, and
      including the date of, the First Deadline.




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2.4  In
      the
      event that Deep Well Nevada further fails to file its Financial Statements
      by
      the Second Deadline, then Deep Well Nevada and Star agree a Monitor will be
      appointed, at the expense of Deep Well Nevada, from Richter Allan Taylor or,
      failing their availability, Price WaterhouseCoopers, until such time as the
      Financial Statements are filed on the EDGAR website.




2.5  Deep
      Well Nevada will set a date for an annual general shareholders’ meeting. The
      announcement of the date of the meeting shall occur no later than the First
      Deadline, however the meeting may take place before or after the First Deadline.
      Deep Well Nevada shall comply with all applicable legislation pertaining to
      the
      calling of an annual general shareholders’ meeting.




2.6  Deep
      Well
      Nevada will contribute the sum of $75,000.00 towards Star’s legal expenses
      incurred with respect to the Action. Payment shall be made to Star’s solicitors
      of record in the Action in trust, immediately upon execution of this Agreement,
      and shall not be releasable until the expiry of all appeal periods with respect
      to the order or orders contemplated by Article 4.1 hereof have occurred without
      any appeal being taken, or alternatively if any such order or orders are
      appealed, then from the final determination of any and all such
      appeals.




**ARTICLE
      3** **-** **MUTUAL
      COVENANTS**




3.1  Star
      will
      provide a general release of the Corporate Respondents and of all current and
      former Directors, Officers and Employees of the Corporate Respondents, including
      without limitation the Individual Respondents, with the exception of Gawne
      and
      Tighe, for all acts and/or omissions up to and including the effective date
      of
      this Agreement, known or unknown, including but not limited to all matters
      alleged in the Action. The Individual Respondents, excluding Tighe and Gawne,
      and the Corporate Respondents will provide a similar general release in favour
      of Star and of all current and former Directors, Officers and Employees of
      Star.
      The release contemplated in this Article shall be simultaneously with the
      execution of this Agreement.




3.2  Star
      shall discontinue the Action against the Corporate Respondents and the
      Individual Respondents, excluding Tighe and Gawne, and the Corporate Respondents
      and Individual Respondents, excluding Tighe and Gawne, shall consent to such
      discontinuance so as to relieve Star from any obligation to pay costs to them
      in
      the Action.




3




**ARTICLE
      4** **-** **ACKNOWLEDGEMENTS
      AND GENERAL**




4.1  The
      parties acknowledge and agree that, to the extent that the Action has been
      brought under Part 19 of *The
      Alberta Business Corporations Act* ,
      R.S.A.
      200, c. B-9 (as amended) (the “ABCA”), or any corresponding statute in the state
      of Nevada or elsewhere containing similar provisions, leave of the court may
      be
      required to stay, discontinue or settle the Action. Star agrees to proceed
      expeditiously to obtain any required court orders to give effect to this
      Agreement, at its sole expense. Star shall give notice of any applications
      made
      to obtain court approval pursuant to this article to the Corporate Respondents
      and the Individual Respondents in care of their respective solicitors of record
      in the Action.




4.2  In
      the
      event that any required court approvals of this Agreement are not obtained
      within 30 days of the effective date of this Agreement or, if obtained, do
      not
      approve the entirety of this Agreement, then, at the option of the Corporate
      Respondents, this Agreement may be declared null and void, in which case all
      parties shall revert to the positions they held immediately prior to the
      effective date of this Agreement with all rights and remedies unimpaired and
      unaffected.




4.3  The
      parties acknowledge that Deep Well Nevada will be required to file a Form 8
      K on
      the EDGAR website disclosing the particulars of this Agreement.




4.4  Star
      acknowledges that Deep Well Nevada and/or Deep Well Alberta will disclose the
      particulars of this Agreement in a Press Release.




4.5  This
      Agreement represents the compromise of contested claims by the parties, none
      of
      whom admit any liability therefore.




4.6  This
      Agreement may only be amended in writing, signed by the party or parties
      affected by such amendment.




4.7  This
      Agreement contains the entire Agreement between the parties with respect to
      the
      subject matter contained herein and there are no collateral terms or conditions,
      verbal or written, affecting the subject matter of this Agreement.




4.8  The
      parties acknowledge that the recitals contained in Article 1 of
      this
      Agreement are accurate.




4.9  This
      Agreement shall enure to the benefit of the parties, and their respective
      successors, heirs and assigns.




4.10  This
      Agreement shall be interpreted in accordance with the laws of the Province
      of
      Alberta and the laws of the Dominion of Canada applicable therein. The parties
      irrevocably attorn to the exclusive jurisdiction of the courts of the Province
      of Alberta with respect to any matter arising from this Agreement.




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4.11  This
      Agreement may be executed in counterpart and by facsimile, and the counterparts
      when all are executed shall constitute a full and binding
      Agreement.




**IN
      WITNESS WHEREOF** the
      parties have executed this Agreement by the hands of their duly authorized
      and
      appointed officers to be effective on the date first written above.




**STAR
                CAPITAL INC.**per
            /s/
                Michael Hale




**DEEP
                WELL OIL & GAS INC.**per
            /s/
                  Horst A. Schmid




**DEEP
                WELL OIL & GAS (ALBERTA) LTD.**per
            /s/
                    Horst A. Schmid




**NORTHERN
                ALBERTA OIL LTD.**per
            /s/
                      Curtis J.
                      Sparrow




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