stellarexh10_1.htm


    
      

    

    Exhibit
10.1

     

     

    

     

     

     

     

    February
25, 2010

     

    Glen
Landry (“Landry”)

    1011 S.
Jefferson St.

    Spokane,
WA 99204

    


    And

    


    Ray
Jefferd (“Jefferd”)

    12922 –
19A Avenue

    Surrey,
BC, V4A 8P1

    (Landry
and Jefferd together referred to as “the Sellers”)

     

    Dear
Sirs:

     

    Re:           Letter
Agreement

     

    
This letter is further to our recent
discussions regarding the acquisition of Elk Hills Heavy Oil, LLC (“EHHO”) a
Washington State limited liability company and a to be created limited liability
company to be named Four Bear Heavy Oil, LLC (“FBHO”).  Stellar
Resources Ltd. (“Stellar”) shall acquire 100% of EHHO and FBHO from the Sellers
upon the following terms and conditions.

     

    EHHO has
approximately 20,000 acres of oil and gas leases in Carbon County, Montana
attached as Schedule “A”.

     

    FBHO has
approximately 6,400 acres of oil and gas leases in Park County, Wyoming attached
as Schedule “B”.

     

    The oil
and gas leases owned by EHHO and FBHO are referred to as the
“Properties”.

     

    Stellar
shall pay to the Sellers the following consideration to acquire a 100% interest
in EHHO and FBHO:

     

    
      	
              (a)  

            	
              Stellar
      will issue a total of three (3) million fully paid and non-assessable
      common shares to the Sellers as
follows:

            


    

     

    
      	
              i.    
      

            	
              1,500,000
      to Glen Landry

            


    

     

    
      	
              ii.    
      

            	
              1,500,000
      to Ray Jefferd

            


    

     

    
      	
              (b)  

            	
              Stellar
      will grant to the Sellers a Net Profits Interest (NPI) of five percent
      (5%).  The NPI is that share of production measured according to
      the net profits from operations of the Property.  Created out of a
      working interest, it is similar to an overriding royalty in that it is
      effective throughout the life of the working interest and does not pay or
      contribute to development or operating costs.  Income from the NPI is
      equal to its share of net revenues 

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    

     

    
      	
                

            	
              reduced
      by its share of specified development and operating costs (income = net
      revenues - development and operating costs.)  The Sellers, owners of
      the net profits interest, shall receive no income unless the property
      generates a net profit. This NRI will be paid on a quarterly basis;
      and

            


    

     

    
      	
              (c)  

            	
              Mr.
      Raymond Jefferd will be appointed to the board of Stellar;
    and

            


    

     

    
      	
              (d)  

            	
              A
      cash payment totalling US$250,000 shall be paid to the Sellers upon
      Stellar obtaining future financing for the development of the Properties
      on or before December 31, 2011; and

            


    

     

    An Area
of Mutual Interest (AMI) shall be as follows: Any additional properties within
one mile of the existing borders of all Properties pertaining to this Agreement,
but shall not include any properties in Big Horn County, Montana, which shall
form part of this agreement if acquired in the future by Stellar or the Sellers
or any affiliate of any of them.

     

    
      	
              1.  

            	
              Letter
      Agreement

            


    

     

    This
Letter Agreement when executed will be binding upon Stellar and the Sellers. The
parties may elect to work towards the preparation of a more definitive agreement
(the “Definitive
Agreement”) in respect of the transaction that may add clarity and
certainty to provisions of this Letter Agreement.

     

    
      	
              2.  

            	
              Representations
      and Warranties

            


    

    


    The
Sellers represents and warrants the following:

     

    
      	
              (i)   
      

            	
              EHHO
      and FBHO are to be properly registered and in good standing by the closing
      date;

            


    

     

    
      	
              (ii)   
      

            	
              EHHO
      and FBHO have no liabilities other than future lease rentals due under the
      terms of the oil and gas leases owned by EHHO and FBHO
      respectively;

            


    

     

    
      	
              (iii)   
      

            	
              EHHO
      and FBHO are the registered owners of their respective oil and gas leases
      and all leases are free and clear of liens or encumbrances except 20%
      royalty on the production of oil, gas and other
    hydrocarbons.

            


    

     

    Stellar
represents and warrants the following:

     

    
      	
              (i)   
      

            	
              Stellar
      is duly incorporated, registered and in good standing in regards to all
      filings;

            


    

     

    
      	
              (ii)   
      

            	
              Stellar’s
      total liabilities contingent or otherwise do not exceed
      US$200,000;

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    

     

    
      	
              3.  

            	
              Definitive
      Agreement

            


    

    


    If the
parties mutually agree to enter into a further agreement (the “Definitive
Agreement”) is shall be subject to commercial arbitration which shall be
concluded March 10, 2010.  If the Definitive Agreement is not mutually
agreed by the Closing Date then this Letter Agreement shall remain binding and
enforceable. The Definitive Agreement shall be in form and substance
satisfactory to each of Stellar and the Sellers and shall include customary
terms and conditions, including representations and warranties, covenants,
conditions and completion mechanics (including without limitation, the
representation of warranties, covenants, conditions and completion of mechanics
contained in this agreement to the extent still applicable), for a transaction
of this nature.  In addition, the Definitive Agreement may include the
following mutual conditions precedent to the consummation of the
Transaction:

     

    
      	
              (a)  

            	
              all
      governmental, court, regulatory, third person and other approvals,
      consents, waivers, orders, exemptions, agreements and all amendments and
      modifications to agreements which either Stellar or the Sellers, acting
      reasonably, shall consider necessary or desirable in connection with the
      Transaction shall have been obtained or entered into, as applicable, in
      form and substance satisfactory to Stellar and the
  Sellers;

            


    

     

    
      	
              (b)  

            	
              there
      shall have been no action taken under any applicable law or by any
      government or governmental or regulatory authority
  which:

            


    

     

    
      	
              (i)   
      

            	
              makes
      it illegal or otherwise directly or indirectly enjoins or prohibits the
      completion of the Transaction; or

            


    

     

    
      	
              (ii)   
      

            	
              results
      or could reasonably be expected to result in a judgment, order, decree or
      assessment of damages directly or indirectly relating to the Transaction
      which is or could be, materially adverse to Stellar or the Sellers
      respectively, on a consolidated
basis;

            


    

     

    
      	
              (c)  

            	
              Stellar
      shall have received a title chain report on the
  Properties;

            


    

     

    
      	
              (d)  

            	
              the
      Sellers shall have obtained a satisfactory understanding of the short and
      long term obligations of Stellar and shall have confirmed to its
      satisfaction that such obligations are
  reasonable.

            


    

     

    
      	
              4.  

            	
              Due
      Diligence

            


    

     

    The
obligation to close the transaction shall be subject to each party being
satisfied with their due diligence review of the other party.  Each
party and their respective accountants, legal counsel, technical and financial
advisors and other representatives thereof shall be entitled to perform a due
diligence review and examination of the other of them and the business and
affairs thereof.

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    

     

    
      	
              5.  

            	
              Confidentiality

            


    

     

    Whereas
the parties have previously entered into a confidentiality agreement, the
Transaction and this Letter Agreement shall be considered confidential in its
entirety pursuant to the provisions of that confidentiality
agreement.  Subject to applicable law, the parties shall agree with
each other on the form, content and timing of any public announcement regarding
the Transaction.

     

    
      	
              6.  

            	
              Governing
      Law

            


    

     

    This
Letter of Intent and all matters arising hereunder shall be governed by,
construed and enforced in accordance with the laws of the state of Nevada and
the parties hereby irrevocably submit to the exclusive jurisdiction of the
courts of Nevada.

     

    
      	
              7.  

            	
              Counterparts
      and Facsimile

            


    

     

    This
Letter of Intent may be executed by each of the parties in counterparts and by
facsimile or other electronic means, each of which when so executed and
delivered will be an original, but both such counterparts, whether executed and
delivered in the original or by facsimile or other electronic means, will
together constitute one and the same agreement.

     

    
      	
              8.  

            	
              Time
      of the Essence

            


    

     

    Time
shall be of the essence with respect to this Letter Agreement.

     

    
      	
              9.  

            	
              Successors
      and Assigns

            


    

     

    This
Letter Agreement shall enure to the benefit of and are binding upon the parties
hereto and their respective successors and permitted assigns.  Neither
party may assign this Letter Agreement to other than an affiliate without the
prior written consent of the other party.  An assignment by a party
hereto to an affiliate will not relieve the assigning party of its rights and
obligations hereunder.

     

    
      	
              10.  

            	
              Entire
      Agreement

            


    

     

    This
Letter Agreement contains the entire understanding between the parties hereto
with respect to the subject matter hereof, and supersedes and replaces all
negotiations, correspondence, letters of intent and prior agreements or
understandings relating thereto, whether written or oral.

     

    
      	
              11.  

            	
              Severability/Illegality

            


    

     

    The
invalidity or unenforceability of any provision or part of any provision of this
Letter Agreement shall not affect the validity or enforceability of any other
provision or part thereof, and any such invalid or unenforceable provision or
party thereof will be deemed to be separate, severable and distinct, and no
provision or part thereof will be deemed dependent upon any other provision or
part thereof unless expressly provided for herein.

     

     

    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    

     

    
      	
              12.  

            	
              Costs

            


    

     

    Each
party will be responsible for their own costs of completing the negotiation of
this Letter Agreement and performing their respective obligations under this
Letter Agreement.

     

    
      	
              13.  

            	
              Notice

            


    

     

    Any
notice or other writing required or permitted to be given hereunder or for the
purposes hereof shall be sufficiently given if delivered personally, or if sent
by prepaid mail or transmitted by facsimile to such party:

     

    (a)      
in the case of a notice to the Sellers at:

     

    Glen
Landry                                           Ray
Jefferd

    1011 S.
Jefferson
St.                              12922
– 19A Avenue

    Spokane,
WA
99204                             Surrey,
BC, V4A 8P1

     

    (b)      
in the case of a notice to Stellar at:

     

    Stellar
Resources Ltd.

    375 N.
Stephanie Street, Suite 1411,

    Henderson,
Nevada 89014-8909

     

    Attention:
Luigi Rispoli

     

    Or at
such other address or addresses as the party to whom such notice or other
writing is to be given shall have last notified the party giving the same in the
manner provided in this section. Any notice or other writing delivered to the
party to whom it is addressed hereinbefore provided shall be deemed to have been
given and received on the day it is so delivered at such address, provided that
if such day is not a business day in the city where the notice is delivered,
then such notice or other writing shall be deemed to have been given and
received on the next following business day.  Any notice or other
writing transmitted by facsimile or other form of recorded communication shall
be deemed to have been given and received on the first business day after its
transmission.

     

    
      	
              14.  

            	
              Additional
      Assurances

            


    

     

    Each of
the parties shall provide such further documents or instruments required by the
other party as may reasonably be necessary or desirable in order to give effect
to the terms and conditions of this Letter Agreement and carry out its
provisions.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    

     

    
      	
              15.  

            	
              Binding
      Nature of Agreement

            


    

     

    This
Letter Agreement is subject to the terms and conditions hereof and shall be
binding upon the parties following execution of this Letter
Agreement.

     

    
      	
              16.  

            	
              Closing

            


    

     

    This
Letter Agreement shall close on or before March 15, 2010.

     

    
      	
              17.  

            	
              Independent
      Legal Advice

            


    

     

    The
parties to this Agreement have obtained or have chosen not to seek independent
legal advice prior to entering this Agreement.

     

    To
confirm your acceptance to the terms of this Letter Agreement, please sign below
where indicated and return the signed copy to the undersigned as soon as
possible.  If you have any questions or would like to discuss this
Letter Agreement further, please feel free to call me
at 778-288-8970.

     

    Yours
sincerely,

     

    STELLAR
RESOURCES LTD.

     

    By: Luigi
Rispoli

     

     

    _____________________

    President

     

    Accepted
on behalf of the Sellers
this 25 day of February, 2010.

     

     

    By:                                            

    Glen
Landry

     

     

    By:                                         
  

    Ray
Jefferd

     

     

     

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

     

    


     

    SCHEDULE
'A'

    ASSIGNMENT
OF OIL AND GAS LEASES

    LEASE
SCHEDULE

    


    TOWNSHIPS
4 SOUTH, 5 SOUTH, RANGE24 EAST,25 EAST

    COUNTY:
CARBON

    STATE:MONTANA

    


    
      	
              LESSOR

            	
              DOCUMENT
      NUMBER

            
	
              Loyd
      E. Schumm

            	
              333157

            
	
              Northwest
      Farm Credit Services, FLCA

            	
              333162
      & 333163

            
	
              State
      of Montana

            	
              OG-39177-09

            
	
              Paugh
      Land, LLC

            	
              333146

            
	
              Steven
      Wetstein

            	
              333152

            
	
              Richard
      McClintock

            	
              333145

            
	
              Virginia
      Downer

            	
              333147

            
	
              H.
      Allen Keebler Family Trust

            	
              335899

            
	
              H.
      Allen Keebler Family Trust

            	
              335897

            
	
              Les
      Keebler

            	
              335898

            
	
              Timothy
      and Cindy Thompson

            	
              333148

            
	
              Kayrene
      Higgins

            	
              333144

            
	
              Kathryn
      Martin

            	
              333143

            
	
              Allen
      Taylor

            	
              333159

            
	
              David
      Taylor

            	
              333160

            
	
              James
      Taylor

            	
              333158

            
	
              David
      Bequette

            	
              333156

            
	
              Morris
      and Jody Bauwens

            	
              333958

            
	
              James
      and Sharon Bauwens

            	
              333959

            
	
              James
      and Sharon Bauwens

            	
              333960

            
	
              J
      Bar F Ranch

            	
              333957

            
	
              Thomas
      M. Tebbs

            	
              333149

            
	
              Drue
      T. Meek

            	
              333150

            
	
              Helen
      T. Schwartz

            	
              333154

            
	
              MarionT.
      Nelson

            	
              333151

            
	
              Sidney
      T. Whalen

            	
              333155

            
	
              Constance
      Schuman

            	
              335895

            
	
              Etaenor
      Gradwohl

            	
              335896

            
	
              Ruth
      V. Harper

            	
              335890

            
	
              James
      L. Harper

            	
              335891

            
	
              Phyllis
      Schwartz

            	
              335892

            
	
              Warren
      Giese

            	
              335893

            
	
              Warren
      Vaughn

            	
              335889

            
	
              Daniel
      and Ginger Barber

            	
              333153

            
	
              Katherine
      Thornton Sibley

            	
              333479

            
	
              BLM

            	
              97824

            
	
              BLM

            	
              97825

            
	
              BLM

            	
              97826

            
	
              BLM

            	
              97828

            
	
              BLM

            	
              98752

            
	
              BLM

            	
              98753

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    

     

    SCHEDULE
“B”

    
      Four
Bear Heavy Oil, LLc.

      Oil
and Gas Leases

      Park
County, Wyoming, USA

       

       

    

    
      	
              LEASE
      #

            	
              ACRES

            
	
              08-00097

            	
              639.77

            
	
              08-00098

            	
              640.00

            
	
              08-00099

            	
              480.00

            
	
              08-00100

            	
              640.00

            
	
              08-00531

            	
              558.64

            
	
              08-00532

            	
              400.99

            
	
              08-00534

            	
              160.00

            
	
              08-00535

            	
              320.00

            
	
              08-00536

            	
              600.00

            
	
              08-00537

            	
              600.00

            
	
              08-00538

            	
              640.00

            
	
              08-00539

            	
              640.00

            
	
              08-00540

            	
              160.00

            
	   
      TOTAL	6,479.40


    

    


    


    


    


    


    


     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
        

      

      
        8