Exhibit 10.55
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THIS  SECOND  SUPPLEMENTAL  INDENTURE  is  dated  as  of  FEBRUARY  11,  2003.
BETWEEN:
STAR  RESOURCES  CORP.  having  an  address  at  2000  South  Dairy  Ashford
----------------------
Suite  510,  Houston,  Texas,  USA,  77077
(the  "CORPORATION")
AND:
COMPUTERSHARE  TRUST COMPANY OF CANADA, a trust company incorporated pursuant to
--------------------------------------
the  laws  of  British  Columbia,  having  an  office at 4th Floor - 510 Burrard
Street,  Vancouver,  British  Columbia  V6C  3B9
(the  "TRUSTEE")
WHEREAS:
A.   Pursuant  to  a  trust  indenture dated as of February 16, 2001 between the
     Corporation  and Montreal Trust Corporation of Canada ("MONTREAL TRUST") as
     amended by supplemental indenture dated as of April 10, 2001 (together, the
     "TRUST  INDENTURE"),  the  Corporation issued 10% Convertible Debentures in
     the  aggregate  principal  amount  of  CAD$1,278,595;
B.   Pursuant  to an Assignment Agreement dated effective July, 2002, the rights
     powers and duties of Montreal Trust under the Trust Indenture were assigned
     and  transferred  to  and  assumed  by  the  Trustee;
C.   By  extraordinary  resolutions  passed  effective  February  11,  2003 (the
     "EXTRAORDINARY  RESOLUTIONS"),  the Debentureholders approved, consented to
     and  agreed to certain amendments set forth below (the "AMENDMENTS") to the
     Trust  Indenture  and  authorized  and  directed  the  Trustee to execute a
     supplemental  indenture  (this  "SECOND  SUPPLEMENTAL  INDENTURE");
D.   The  Corporation  and  the Trustee wish to amend the Trust Indenture on the
     terms  specified  in  this  Second Supplemental Indenture.

NOW THEREFORE in  consideration  of  the  premises  and  the  covenants of the
parties, it is agreed  and  declared  as  follows:
                                   ARTICLE ONE
                                 INTERPRETATION
1.01     Definitions
         -----------
     In  this  Supplemental  Indenture, unless there is something in the subject
     matter  or  context  inconsistent  therewith,  those terms having a meaning
     defined  by  the  Trust  Indenture shall have the same meaning when used in
     this  Supplemental  Indenture.

                                   ARTICLE TWO
                                   AMENDMENTS
2.01      The  following  definitions  are  added,  in alphabetical order, to
          section 1.01 "Definitions"  of  the  Trust  Indenture:
          "AUTOMATIC  CONVERSION  DATE"  means,  in  respect  of  any particular
          Debenture,  the  date which is the seventh (7th) day following the day
          which  is  the  tenth  (10th)  of  the  Premium  Trading  Days.
          "PREMIUM  TRADING  DAYS"  shall  mean any ten (10) consecutive Trading
          Days  during which the closing price of the Common Shares is CAD$0.375
          or  more;  2.02 The following definitions in Section 1.01 of the Trust
          Indenture  are deleted in their entirety and the following substituted
          therefor:
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          "CONVERSION PRICE" means CDN$0.30 per Unit or such other dollar amount
          for which Units may be issued from time to time upon the conversion of
          the  Debentures  in  accordance  with  the provisions of Article Five;
          "DEBENTURES"  means  the 10% convertible redeemable secured debentures
          of  the Corporation issued and certified under this Trust Indenture as
          such may be amended by the terms of any supplemental indenture entered
          into  pursuant  to  the  terms  of Article 10 of this Trust Indenture;
          "MATURITY"  means  February  16, 2004, provided that in the event such
          date  is not a Business Day, then on the next succeeding day that is a
          Business  Day;
          "TRADING  DAY" means any day on which the Common Shares are listed and
          posted  for  trading on the TSX Venture Exchange or, if not listed and
          posted  for  trading on such exchange, on a Recognized Stock Exchange,
          and  on  which  no  cease  trading  or similar order is in effect with
          respect  to  Common  Shares;
          "WARRANTS"  means  the  up  to 4,261,983 non-transferable common share
          purchase warrants of the Corporation which may be issued on conversion
          of  Debentures  to  Debentureholders  who  were  arm's  length  to the
          Corporation  at  the  time of issuance of the Debentures, each Warrant
          exercisable  into one Common Share at a price of CDN$0.30 per share in
          substantially  the  form  attached  as  Schedule  "A";
          "WEIGHTED  AVERAGE  PRICE" means the price calculated by dividing that
          number  which represents the aggregate trading prices of all board lot
          sales  of  the  Common  Shares  on the TSX Venture Exchange or, if not
          listed  and posted for trading on such exchange, on a Recognized Stock
          Exchange, during the 20 Trading Days ending 5 Trading Days immediately
          prior  to  Maturity,  the  date  on  which  notice  of redemption of a
          Debenture  is  given  or  deemed  to  be given under the terms of this
          Indenture,  the  Date  of Conversion, the Automatic Conversion Date or
          the  date which is the record date of any event referred to in Section
          5.07(as  renumbered),  as  the  case  may  be,  by  the  number  which
          represents  the  aggregate  number of Common Shares sold in such board
          lot  sales  during such period; provided that for the purposes of this
          definition,  no  Trading Day shall be included if on such Trading Date
          the  Corporation or any insider of the Corporation (within the meaning
          of  the  Securities  Act (British Columbia)) effects a trade in Common
          Shares  and  the foregoing reference to 20 Trading Days shall be to 20
          Trading  Days  in which there is no such Corporation or insider trade;
2.03      Section  2.02  of  the Trust Indenture is deleted in its entirety
          and  the  following  substituted  therefor:
          "SECTION  2.02  - DATE, MATURITY AND INTEREST Each Debenture shall (a)
          be  dated as of February 16, 2001, (b) mature on February 16, 2004, at
          which time subject to earlier conversion or redemption pursuant to the
          terms  hereof,  the Corporation shall pay to the holders of Debentures
          then  outstanding  an  amount  equal  to  100% of the then outstanding
          principal  amount  of  such  Debentures  plus  all  accrued but unpaid
          interest  on  such  Debentures, and (c) bear interest on the principal
          amount  of  Debentures  from  but  excluding February 16, 2001, to and
          including  the  date  of  Maturity  (subject  to earlier redemption or
          conversion  pursuant to the terms hereof, in which case interest shall
          cease  to  accrue  on  the  date  of  redemption  or  conversion,  as
          applicable)  at  the  rate  of  10%  per  annum  both before and after
          maturity  and  default (including, in case of default, interest at the
          same  rate  on all amounts overdue) calculated and payable on the date
          of  Maturity."
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2.04     The  title  of  Article  5  of  the  Trust Indenture be amended to read
         "CONVERSION  OF  DEBENTURES", and the following Section be added to
         Article 5 as Section  5.02:
        "SECTION  5.02  -  AUTOMATIC  CONVERSION  OF  DEBENTURES
               (1) The entire principal amount of the Debentures shall and shall
               be  deemed  to  be  automatically  converted  into  Units  at the
               Conversion  Price  on  the  Automatic Conversion Date and on that
               date  the  holders  of  all  Debentures,  regardless  of  their
               respective dates of issue shall be deemed to have surrendered and
               converted 100% of the principal amount of such Debentures without
               any  further  action  on  their  part  and  the Common Shares and
               Warrants issuable in respect thereof shall be deemed to be issued
               at  such  time.
               (2)  At  the  Close of Business on the Automatic Conversion Date,
               all  rights  under the Debentures will wholly cease and terminate
               and the certificates for the Debentures therefor will be void and
               of no effect and be deemed to have been surrendered and cancelled
               at that time except for the right of the holders of Debentures to
               receive  the  Common  Shares and Warrants comprising the Units to
               which  they  are  entitled hereunder and accrued interest payable
               pursuant  to  Section  5.04  (renumbered)  hereof.
               (3) The Corporation shall notify the Trustee of the occurrence of
               the  Automatic Conversion Date, in the manner provided in Section
               13.01."  2.05 Sections 5.02 through Section 5.13 of Article 5 are
               renumbered  as  Section 5.03 through 5.14, consecutively, and all
               cross-references  to  Sections 5.02 through 5.13 elsewhere in the
               Trust  Indenture  be  deemed  to  be  renumbered  accordingly.
2.06      Subsection (2) of former Section 5.02 (now renumbered 5.03) is deleted
          in  its  entirety  and  replaced  with  the  following:
               "(2)  As  promptly  as  possible after the Date of Conversion the
               Corporation  shall  issue  or  cause  to be issued and deliver or
               cause  to  be  delivered  to  the  holder  whose  Debenture is so
               surrendered,  or upon his written order, certificates in the name
               or  names  of the person or persons specified in the "Election of
               Conversion  Privilege"  portion  of  the Debenture evidencing the
               number  of  Common  Shares and the number of Warrants deliverable
               upon  the  conversion of such Debenture, or the specified portion
               thereof, as the case may be, and any cash which may be payable in
               accordance with Sections 5.04 and 5.06 hereof. In the event of an
               automatic  conversion of the Debentures pursuant to Section 5.02,
               as  promptly  as possible after the Automatic Conversion Date the
               Corporation  shall  issue  or  cause  to be issued and deliver or
               cause  to  be delivered to the holders of record of Debentures on
               the  Automatic  Conversion  Date  as  recorded on the register of
               Debentureholders  maintained  by the Trustee the number of Common
               Shares and the number of Warrants deliverable upon the conversion
               of such Debenture and any cash which may be payable in accordance
               with  Sections  5.04  and  5.06  hereof. Such conversion shall be
               deemed  to  have  been effected immediately prior to the Close of
               Business  on the Date of Conversion or Automatic Conversion Date,
               as  applicable, and at such time the rights of the holder of such
               Debentures  as  such  holder  shall  cease  to  the extent of the
               portion  of  the  principal  amount of the Debenture so converted
               (which  shall  be  the  entire principal amount in the case of an
               automatic  conversion) and the person or persons in whose name or
               names  any  certificates  for Common Shares and Warrants shall be
               deliverable  upon  such conversion shall be deemed to have become
               on such date the holder or holders of record of the Common Shares
               and Warrants represented thereby; provided, however, that no such
               surrender  on  any  date  when  the  share transfer registers for
               Common  Shares  and  Warrants  of the Corporation shall be closed
               shall  be  effective to constitute the person or persons entitled
               to receive Common Shares and Warrants upon such conversion as the
               holder or holders of record of such Common Shares and Warrants on
               such  date,  but  such surrender shall be effective to constitute
               the  person or persons entitled to receive such Common Shares and
               Warrants  as  the  holder  or  holders  of record thereof for all
               purposes  at  the Close of Business on the next succeeding day on
               which  such share transfer registers are open and such conversion
               shall  be  at  the  Conversion  Price  in  effect  on the Date of
               Conversion."
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2.07      References  elsewhere  to  "DATE OF CONVERSION" in the Trust Indenture
          shall  be  deemed  amended  to  read  "DATE OF CONVERSION OR AUTOMATIC
          CONVERSION  DATE,  AS  APPLICABLE".
2.08      The form of certificate evidencing the Debentures set forth in Section
          12.01 - "Form of Debenture" and as issued to the holders of Debentures
          (the  "CERTIFICATES")  be  and they are deemed to be amended to accord
          with  the  amendments  to  the  Trust  Indenture  made  by this Second
          Supplemental  Indenture and all such amendments be and they are hereby
          deemed  incorporated  in  the  Certificates.
2.09      The  form of certificate evidencing the Warrants set forth as Schedule
          "A"  of  the  Trust  Indenture is deleted in its entirety and replaced
          with  the  form of certificate attached as Schedule "A" to this Second
          Supplemental  Indenture.
                                  ARTICLE THREE
                                     GENERAL
3.01     Effect  of  Amendments
         ----------------------
     The  parties  confirm  that  the Trust Indenture, as amended by this Second
     Supplemental  Indenture,  remains  in  full force and effect. From the date
     hereof, the Trust Indenture and this Second Supplemental Indenture shall be
     read  together to the extent reasonably possible as though all of the terms
     of  both  documents  were  contained  in  one  instrument.
3.02     Counterparts  and  Formal  Date
         -------------------------------
     This Second Supplemental Indenture may be executed in several counterparts,
     each  of  which  when so executed shall be deemed to be an original and the
     counterparts  together  shall  constitute  one and the same instrument and,
     notwithstanding the date of their execution, shall be deemed to be the date
     first  above  written.  IN WITNESS WHEREOF the parties have hereto executed
     these  presents  under  the  hands of their proper officers in that behalf.
STAR  RESOURCES  CORP.

Per: --------------------------------
     Authorized  Signatory

COMPUTERSHARE  TRUST  COMPANY  OF  CANADA
Per:  -------------------------------
     Authorized  Signatory

Per: --------------------------------
     Authorized  Signatory

<PAGE>
                                  SCHEDULE "A"
                                            WARRANT NO.:  ______________________
                        WARRANT TO PURCHASE COMMON SHARES
                                       OF
                              STAR RESOURCES CORP.
                         (Incorporated under the laws of
                        the Province of British Columbia)
THIS  IS  TO  CERTIFY  THAT,  for  value  received,
_________________________________________,  the  Holder  of  this  Warrant,  is
entitled  to  purchase:
    ________________________________ (______________________________________)
non-assessable  common  shares  of  Star Resources Corp. (hereinafter called the
"CORPORATION")  as  such shares were constituted on January 16, 2003 at any time
up  to  4:30  p.m.  local  time  at  the  City of Vancouver, Province of British
Columbia,  on  the  earlier  of  (the  "EXPIRY  DATE"):

a)     February  16,  2004,  and
b)     the  day which is the 36th day following the tenth of the Premium Trading
Days  (as  hereinafter  defined),

at  and  for  a  price  of  $0.30  per share of lawful money of Canada, upon and
subject  to  the  terms  and  conditions  attached  hereto.

This  Warrant  may not be transferred by the holder. This Warrant and the common
shares  to be issued upon its exercise have not been registered under the United
States  Securities Act of 1933, as amended ("the Act") or the securities laws of
any  state  of  the  United  States.  This Warrant may not be exercised by or on
behalf  of  any  U.S.  person,  directly or indirectly, or in the United States,
unless  (i)  the  common  shares are registered under the Act and the applicable
laws  of  any  such  state,  or,  (ii)  an  exemption  from  such  registration
requirements  is available.  "United States" and "U.S. person" are as defined by
Rule  901  of  Regulation  S  under  the  Act.

This Warrant may be exercised only at the offices of the Corporation, 2000 South
Dairy  Ashford,  Suite  510,  Houston,  Texas,  77077.

STAR  RESOURCES  CORP.

Per:  -------------------------
      Director

DATE: -------------------------

NOTE:     Any  share  certificates  issued upon exercise of this warrant bearing
the  legend  set forth in Section 5.13 of the Trust Indenture dated February 16,
2001  will  be  printed  with  a  legend  as  follows:

     "THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN REGISTERED UNDER THE
     UNITED  STATES  SECURITIES  ACT  OF  1933, AS AMENDED (THE "U.S. SECURITIES
     ACT"), AND ARE NON-TRANSFERABLE. ANY OTHER REFERENCE TO THE U.S. SECURITIES
     ACT  APPEARING ON THIS CERTIFICATE, AND THE REQUIREMENT ON THE SUBSCRIPTION
     FORM  TO  CHECK  ONE  OF  THE  BOXES CERTIFYING AS TO WHETHER THE HOLDER IS
     WITHIN  THE  UNITED  STATES,  DO  NOT  APPLY TO THE HOLDER OF A CERTIFICATE
     BEARING  THIS  LEGEND."

                       TERMS, CONDITIONS AND INSTRUCTIONS
1.   For  the purposes of this Warrant "PREMIUM TRADING DAYS" shall mean any ten
     (10)  consecutive trading days during which the closing price of the Common
     Shares  of  the  Corporation  on  the  TSX  Venture  Exchange  or any other
     recognized  exchange,  is  CAD$0.375  or  more;
2.   The  holder  of  this warrant may subscribe for the number of shares of the
     Corporation  indicated  on  the  face  hereof.
3.   For  each  share purchased pursuant to this warrant on or before the Expiry
     Date,  payment  must be made in the amount of $0.30 per share. All payments
     must  be made in Canadian Funds, in cash or by certified cheque, bank draft
     or  money order payable, at par, in Vancouver, British Columbia. If payment
     is made by way of an uncertified cheque, the Corporation reserves the right
     to deem that the payment has not been received until the cheque has cleared
     the  account  upon  which  it  has  been  drawn.
4.   To  exercise  the  rights  evidenced by this warrant, this warrant with the
     following  Subscription  Form completed, must be delivered or mailed to the
     Corporation  2000 South Dairy Ashford, Suite 510, Houston, Texas, 77077 and
     received  by  the  Corporation.
5.   The  rights  evidenced  by  this  warrant expire at 4:30 p.m. local time in
     Vancouver,  British  Columbia,  on  the  Expiry  Date.
6.   The  rights  evidenced  by  this  warrant  may  not  be  transferred.
7.   If this warrant or the purchase price are forwarded by mail it is suggested
     that registered mail be used as the Corporation will not be responsible for
     any  losses  which  occur  through  the  use  of  mails.
8.   The  rights  evidenced by this warrant are to purchase common shares in the
     capital  stock  of  the Corporation as they were constituted on January 16,
     2003.  If there shall, prior to the exercise of any of the rights evidenced
     hereby,  be any reorganization of the authorized capital of the Corporation
     by  way  of consolidation, merger, sub-division, amalgamation or otherwise,
     or the payment of any stock dividends, then there shall automatically be an
     adjustment  in either or both the number of shares of the Corporation which
     may  be  purchased pursuant hereto or the price at which such shares may be
     purchased,  by  corresponding  amounts,  so that the right evidenced hereby
     shall  thereafter  be  as  reasonably  as  possible  equivalent  to  those
     originally  granted  hereby.  The  Corporation  shall  have  the  sole  and
     exclusive  power  to  make  adjustments  as  it  considers  necessary  and
     desirable.

<PAGE>
                                SUBSCRIPTION FORM
The  Undersigned,  holder  of  the  within  warrant,  hereby  subscribes  for
_______________________  common shares of Star Resources Corp.  If the number of
shares  purchased  hereby  does not exercise all of the rights evidenced by this
warrant,  the  holder  requests  issuance  and  delivery  to it at the following
address  of a new warrant evidencing the unused rights.  The Undersigned directs
that  the shares hereby subscribed for be issued and delivered to it as follows:

<TABLE>
<CAPTION>




<S>               <C>                  <C>
NAME              ADDRESS              NO. OF SHARES

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</TABLE>

DATED  this  ____  day  of  _______________________________,  200__.

____________________________
Signature
____________________________
Name  (Please  print)
____________________________
Address