Filed by Automated Filing Services Inc. (604) 609-0244 - Silver Star Energy Inc. - Exhibit 2.1






NORTH FRANKLIN PROSPECT

  AGREEMENT

 This AGREEMENT made and entered into this 5th day of December,
  2003, by and between



  ARCHER EXPLORATION, INC. 

  1701 Westwind Drive Suite #125 

  Bakersfield, CA 93301

 A Nevada corporation, hereinafter called “Archer”, and

 SILVER STAR ENERGY, INC.

  11300 West Olympic Blvd.

  Los Angeles, CA 90064 

A Nevada corporation, hereinafter called “Silver Star”, collectively
  referred to as the “Parties”.

 WITNESSETH:

                WHEREAS
  Archer is the owner of a certain oil and gas prospect (hereinafter referred
  to as “the Prospect”), covering and embracing the lands (hereinafter
  referred to as “said lands”), in the Area of Mutual Interest (hereinafter
  referred to as “AMI”), shown on the attached Exhibit “A”
  and described as follows:

 Township 6N – Range 4E, M.D.B.& M

  All of Section 13, 14, 23, & 24

                WHEREAS
  Silver Star desires to earn an assignment of all of Archer’s interest in
  the Prospect and in said lands for the consideration and on conditions hereinafter
  set forth:

                NOW
  THEREFORE, in consideration of the mutual covenants and agreements herein contained,
  the parties hereto agree as follows: 


  	1.	Definitions: For
          the purposes of the Agreement, the following definitions and/or interpretations
          shall apply:

	 	 	 
	 	A.
	Completed Well is a well, which
          has been fully equipped for the taking of production, through and including
          the tanks for an oil well



  






 

	 	 	and through and including the Christmas
        tree for gas, or plugged and abandoned, if a dry hole.

	 	 	 
	 	B.	Paying Quantities means a quantity
        (in the judgment of a reasonable and prudent operator) of oil, gas (including
        any gaseous hydrocarbons produced with oil) and/or gas (including any
        liquid hydrocarbons produced with gas) sufficient to repay, with a reasonable
        profit, the cost and expense of operating the well.

	 	 	 
	 	C.	Contract Depth is a depth sufficient
        to fully test the Winters formation or 7,800 ft., whichever is first encountered.

	 	 	 
	 	D.	Term of Agreement is as long
        as operations are being conducted on the leased lands.

	 	 	 
	 	E.	Net Revenue is that revenue derived
        from the sale of hydrocarbons from the oil/gas well after costs associated
        with the production of the same as described in the COPAS Agreement have
        been deducted.

	 	 	 
	 	F.	Spud is defined at the commencement
        of actual drilling operations at the drill site of an oil or gas well.

	 	 	 
	 	G.	Un-promoted Working Interest is
        defined as one in which only actual drilling costs and completion costs
        are charged without the inclusion of Land, Geologic and Geophysical costs
        or Fees and Prospect Fees, etc.

	 	 	 
	 	H.	Operator is defined as Archer
        or its assigns, working under a Joint Operating Agreement, performing
        the functions of preparing, drilling, completing and producing the Prospect.

	 	 	 
	 	I.	Carried Working Interest is defined
        as a working interest in the Prospect, without cost to the owner thereof
        through the completion of the initial test well.

	 	 
	2.	Consideration: As consideration for the
      interest in the Prospect, Silver Star shall pay:
	 	 	 
	 	1.	At signing of the Agreement - $85,000.00

	 	2.	At spud of the initial test well - $15,000.00

	 	3.	At completion of the initial test well
        - $25,000.00

	 	 	 
	3.	Retained Rights: Archer shall retain rights
      in the Prospect of:
	 	 	 
	 	1.	A two and one-half percent Overriding
        Royalty on all lands within the AMI.

	 	2.	A five percent of one hundred percent
        (5% of 100%) Working Interest Carried through the completion of the initial
        test well.








 

	 	3.
	The right to participate in the Prospect
        as to a five percent of one hundred percent (5% of 100%) Working Interest.
        Said Working Interest shall be “un-promoted”.

	 	 
	4.	Additional Payments:
        In addition to the payments set forth above, Silver Star shall be
        responsible for payment to Archer of:

	 	 	 
	 	1.
	All expenses for lease extensions and
        rentals of existing leases, including a twenty percent (20%) management
        fee.

	 	2.
	All expenses for acquisition of any
        additional leases acquired within the AMI, including a twenty percent
        (20%) management fee.

	 	3.
	All expenses in connection with the
        drilling and completion of the initial test well on the Prospect.

	 	 
	5.	Additional Working Interest
        Election: In the event that Archer elects to participate up to five
        percent of one hundred percent (5% of 100%) working interest, in addition
        to its five percent of one hundred percent (5% of 100%) carried working
        interest, Archer shall be responsible for its proportional share of expenses
        of said five percent (5%) working interest. Said Working Interest shall
        be “un-promoted” with election to take place no later than five
        (5) business days after the issuance of the AFE for drilling of the initial
        test well.

	 	 
	6.	Administration: The
        Prospect shall be administered according to the following conditions:

	 	 	 
	 	1.
	Archer shall manage or contract for
        all aspects of leasing and land acquisition with the AMI.

	 	 	 
	 	2.
	Archer shall manage or contract for
        all aspects of drilling, completion and production on or from the prospect
        lands.

	 	 	 
	 	3.
	Operator shall commence the actual drilling
        of a test well on the said lands on or before September 30th,
        2004 or a date mutually acceptable to both parties at a location mutually
        acceptable between the Parties. Should Silver Star and Archer disagree,
        Archer shall not unreasonably withhold its consent to Silver Star’s
        proposal. Thereafter Operator shall diligently and continuously prosecute
        the drilling of said test well in a proper and workmanlike manner to contract
        depth and to complete said test well within 45 days of the commencement.
        Said test well shall be drilled, completed or abandoned at Silver Star’s
        sole cost, risk and expense. In the event that Archer contracts for any
        drilling or productions services, Archer shall have on-site access to
        all operations on the subject lands. Archer’s access shall be at
        its sole risk. Silver Star shall have on-site access to all operations
        on the subject lands subject to Archer’s approval. Both Archer’s
        and Silver Star’s access shall be at its sole risk.

	 	 	 
	 	4.
	In the event any well provided for herein
        is lost for any reason prior to being drilled to contract depth, or Operator
        has encountered








 

	 	 	during the drilling of any
        well mechanical difficulty or formation or condition which would render
        further drilling impractical or impossible, Operator shall plug and abandon
        such well and thereafter commence a substitute well at a mutually agreed
        location within forty-five (45 days after cessation of Operators drilling
        operations in the prior well, or at a time mutually agreed between Silver
        Star and Archer. In the event of a disagreement, Archer shall not unreasonably
        withhold its consent in these matters. Any substitute well drilled hereunder
        shall be drilled subject to the same terms and conditions and to the same
        depth as provided for the well so lost or abandoned. Any reference herein
        or hereafter made to the test well shall be deemed to be a reference to
        any substitute well or wells which may be drilled therefore.

	 	 
	7.	Assignment of Interest:

	 	 	 
	 	1.
	By the performance of the
        covenants and conditions hereof and upon completion of the test well as
        a producer of oil and/or gas in paying quantities and in accordance with
        the terms and conditions hereof, Silver Star shall earn and receive within
        fifteen (15) days thereof an interest in said lands as follows:

	 	 	 
	 	1.
	An assignment of one hundred percent
        (100%) of all of Archer’s interest in the North Franklin Prospect
        Area. The assignment to Silver Star from Archer shall be subject to an
        overriding royalty of two and one-half percent of one hundred percent
        (2.5% of 100%). In any event, Archer covenants and agrees to deliver to
        operator no less than an average of seventy-six percent (76%) net revenue
        interest for the said lands.

	 	 	 
	 	2.
	In addition, any new leasehold interest
        acquired within the AMI during term hereof by Silver Star of Archer shall
        be subject to said overriding royalty interest reserved by Archer, being
        two and one-half percent of one hundred percent (2.5% of 100%) and the
        carried 5% Working Interest. All information acquired in the drilling
        of any well by Operator in the AMI shall be furnished to Archer in a timely
        manner and at no cost to Archer and working interest we elect to hold.

	 	 	 
	8.
	Test Well: For the
        purposes of this Agreement, the Test Well shall be defined as the initial
        well drilled on the North Franklin Prospect under the terms of this Agreement.
        Operator shall notify each Participant of the projected spud date of the
        Test Well not more than thirty (30) days prior to that date. Each Participant
        shall, not later than ten (10) days following receipt of said notice,
        advance its Participation Share of one hundred percent (100%) of said
        Test Well’s estimated AFE drilling costs to Operator. Operator shall
        promptly commence and diligently continue with the actual drilling of
        the proposed Test Well after the receipt of all the Test Well’s drilling
        costs. In the event any Participant fails to so advance the drilling funds
        for the Test Well, Archer may, at its










	 	option, terminate this Agreement in its entirety
        as to that Participant by delivering to such Participant a written notice
        of termination. In the event this Agreement is so terminated, said Participant
        shall forfeit all funds previously paid to Archer and have no rights or
        obligations under this Agreement, except any obligations accruing prior
        to such termination. 

	 	 
	9. 	Completion Operations: In the event Archer,
        as Operator, decides to attempt a completion of the Test Well, each Participant
        shall, prior to Operator undertaking any completions, and upon verbal
        notice immediately followed by written notice from Operator, advance its
        Participation Share of the estimated AFE completion cost to Operator unless
        such Participant elects not to participate in the completion attempt and
        instead elects to terminate its further rights and forfeit all amounts
        paid or required to be paid under this Agreement prior to the completion
        attempt, in which case this Agreement shall automatically terminate as
        to such Participant, and such Participant shall have no further rights
        or obligations under this Agreement except for the rights and obligations
        accruing prior to termination. 

	 	 
	10. 	Drilling Obligations: Within one-hundred and
        eighty (180) days from and after the date of the commencement of production
        of oil or gas in paying quantities in the test well, or at a time mutually
        agreed between the Silver Star and Archer, Operator shall commence drilling
        operations of the next well. Operations for drilling of each successor
        well thereafter shall commence within three-hundred and sixty-five (365)
        days from and after the cessation of drilling operations in the preceding
        well, or at a time mutually agreed between the Operator and Archer, until
        the lease land has been fully developed. As used in the paragraph, the
        term “cessation of drilling operations” shall not include a
        temporary stoppage of drilling operations in the same well, nor to a stoppage
        of longer duration for such purposes where such stoppage is approved in
        writing by Archer. In the event of a disagreement, Archer shall not unreasonable
        withhold its consent in these matters. 

	 	 
	11. 	Liability and Indemnification: Each party
        hereto shall be liable and responsible for and shall indemnify and hold
        the harmless (including costs and attorney’s fees) from and against
        any claim or actions following injury to illness or death of any person
        and any loss or damage to any property occurring in connection with the
        performance or non-performance of this agreement only to the extent of
        its own negligence and that of its agents, servants, employees and contractors.
      

	 	 
	12. 	Authority for Expenditure: Operator shall
        issue an Authority for Expenditure (“AFE”) thirty (30) days
        prior to the month in which it intends to conduct a given operation. Silver
        Star shall pay to the Operator the amount proscribed on the AFE no later
        than the close of business on the tenth business day following the delivery
        of the AFE. Any AFE for existing rentals or new lease acquisition shall
        contain a twenty percent (20%) management fee for Operator. This section
        of the Agreement does not apply to any AFE or supplemental AFE issued
        during the course of actual drilling operations. In that instance the
        Joint Operating Agreement shall govern as to the timeliness of payment.
      








 

	13. 
	Insurance: While
        operations are being conducted hereunder on any leasehold interest covered
        hereby, Operator agrees to acquire and/or maintain adequate general and
        automobile liability insurance covering operations hereunder with limits
        of at least $1 million per occurrence. In addition, Operator agrees to
        acquire and/or maintain Workmen’s compensation insurance in accordance
        with applicable state laws and employer’s liability insurance. Operator
        further agrees, upon request, to furnish Archer and or Silver Star prior
        to commencing operations, either valid certificates of insurance certifying
        the above coverage or evidence of Operator being a qualified self-insurer.

	 	 
	14.
	Failure to Fund:

	 	 	 
	 	1.
	In the event Silver Star fails to advance
        the drilling funds, in a timely manner, for the Test Well or any other
        prospect cost or leasehold operation, Archer may, at its option, terminate
        this Agreement in its entirety as to Silver Star by delivering to such
        Participant a written notice of termination. In the event this Agreement
        is so terminated, Silver Star shall forfeit all funds previously paid
        to Archer and have no rights or obligations under this Agreement, except
        any obligations accruing prior to such termination.

	 	 	 
	 	2.
	If termination is in conjunction with
        or prior to the drilling of the initial test well, Silver Star shall immediately
        forfeit all of its right, title and interest to and in the Prospect. If
        termination is in conjunction with operations subsequent to the completion
        of the initial test well, Silver Star shall immediately forfeit all of
        its right, title and interest to and in the Prospect, with the exception
        of the well bore and a surrounding area of eighty (80) acres centered
        on the well bore. In the event Silver Star defaults in the drilling of
        any well, there shall be no liability on the part of Silver Star for such
        failure, other than liability for loss or damage occasioned to lands or
        injury or death as a result of or as a consequence of Operator’s
        operations hereunder. Upon Operator’s failure to conduct the drilling
        operations on the test well as provided for herein, Archer may, at its
        option, take possession of all tools placed thereon by Operator and complete
        said operations at Archer’s sole cost and liability.

	 	 
	15.
	Joint Operating Agreement:
        All operations on the leased lands within the AMI shall be governed
        by a mutually acceptable Joint Operating Agreement with, among other attachments,
        a COPAS Accounting Procedure. The said Joint Operating Agreement and Accounting
        Procedure is attached hereto as Exhibit ”B”. For the purpose
        of determining Operator’s reimbursable costs and expenses for any
        well in which Operator retains a working interest, the said COPAS Accounting
        Procedure, as herein modified, shall control. In the event of a conflict
        between the provisions of the Operating Agreement and/or the Accounting
        Procedure and this Agreement, the terms of the latter shall control.

	 	 	 
	 	1.
	If operations for a replacement well
        or reworking operations are not commenced within forty-five (45) days
        thereafter, Operator shall








 

	 	 	immediately inform Archer
        in writing of such fact and Archer shall have the option, to be exercised
        within fifteen (15) days, to reacquire free of cost the rights assigned
        to Silver Star hereunder free and clear of liens and encumbrances insofar
        as said rights cover and embrace the lands attributable to any such well,
        if Archer elects to reacquire any of said lease(s) (or any part or interest
        as herein provided), Archer shall also have the option to acquire any
        well, together with the material in and around such well then on said
        lands and necessary in the provisions of this paragraph 14 shall be applicable
        to all operations conducted by Operator in which Archer, as to the interest
        in the said lease covered by this Agreement, either does not own a working
        interest or is not participating in an operation with a working interest.

	 	 	 
	 	2.	Operator shall drill all
        wells necessary to protect the said lands from drainage through offset
        wells said lease(s).

	 	 	 
	 	3.	If Operator should elect
        to abandon any well either drilled on the said lands or on said unit of
        production, or if any well either on the said lands or on said unit of
        production ceases to produce in paying quantities and if actual drilling
        operation of such well at a price equal to the reasonable salvage value
        of said materials.

	 	 	 
	 	4.	In the event Operator desires
        to surrender any of the said lease(s) as to all or any part of said lands
        covered thereby or to allow any of said lease(s) to terminate or expire,
        Operator shall notify Archer and or Silver Star at least sixty (60) days
        in advance of the anniversary date specified in such lease (or the date
        to be surrendered, if other than the anniversary date) and Archer and
        or Silver Star shall have fifteen (15) days after receipt of such notice
        of its election to take a reassignment of said lease as to the portion
        thereof to be relinquished or to be allowed either to expire or terminate.
        Should Archer and or Silver Star elect to receive a reassignment, it shall
        be delivered by Operator not less than fifteen (15) days prior to the
        anniversary date of any such lease (or proposed date of surrender). Any
        reassignment under terms hereof shall be free of cost to Archer and or
        Silver Star. In the event that both Archer and Silver Star elect to accept
        reassignment, the lease shall be apportioned according to their relative
        proportional interest in the Prospect.

	 	 	 
	 	5.	As to each well drilled
        on the leased lands, or lands within the AMI, Operator shall notify Archer
        in writing of the following items:

	 	 	 	 
	 	 	1.
	The exact legal description of the location.

	 	 	2.
	The date actual drilling is commenced.

	 	 	3.
	The total depth drilled.

	 	 	4.
	The date of completion.

	 	 	5.
	Whether completed as a producer of oil
        and/or gas or as a dry hole.

	 	 	6.
	The date any production commences.

	 	 	7.
	The date any well is shut-in.

	 	 	8.
	The date and amount of payment of any
        shut-in royalty.










	 	 	Such written notice shall be given to Archer within
        five (5) days after the occurrence of each of said items. Archer shall
        promptly convey that information to Silver Star. 

	 	 	 
	 	6.  	Should Operator commence any well which will be drilling
        over the end of the primary term of any said lease(s), Operator shall
        give Archer and or Silver Star written notice of such drilling at least
        ten (10) days prior to the end of such primary term. 

	 	 	 
	16. 	Accounting Statements:
        If any well is completed as a producer of oil and/or gas in paying
        quantities, Operator shall furnish within ninety (90) days after the date
        of completion, to Archer and or Silver Star, an itemized statement of
        the cost of drilling, testing, completing and equipping the well, together
        with an inventory of the material and equipment therein, thereon and used
        in connection therewith and Operator shall thereafter furnish Archer and
        or Silver Star with a monthly itemized statement of the cost of operations
        and the quantities and qualities of oil, gas or other minerals which are
        produced from said well, together with the amount of proceeds from the
        sale of such production in the preceding month. Such reports, together
        with a complete well record shall be furnished to Archer and or Silver
        Star pursuant to the provisions of the COPAS section Exhibit “C”
        of the Joint Operating Agreement. 

	 	 	 
	17. 	Less than Full Leasehold
        Estate: If a lease described herein covers less that a full oil and
        gas leasehold estate in any lands described herein under such lease, or
        if Archer’s interest in such lease covering any lands described herein
        under such lease is less than the full oil and gas leasehold estate (excluding
        and disregarding any applicable royalty, overriding royalty, production
        payment or other burden to which leasehold estate is subject), then the
        overriding royalty reserved out of the production from the lands in which
        Archer’s interest in the oil and gas lease bears to the full oil
        and gas leasehold estate in such land, and the interest in the well in
        which Archer may acquire a working interest shall be in the proportion
        that the oil and gas leasehold estate in such lease covering the lands
        described herein bears to the full oil and gas leasehold estate in said
        lands. 

	 	 
	18.	Extension of Leases:
        Each extension of any of the said leases, in whole or in part, shall
        maintain and continue in effect the rights and interests reserved by Archer
        in said leases so extended and in said lands covered thereby. Should a
        renewal or new lease or leases covering the said lands, or a part of or
        interest in the said lands, or a part of or interest in such a lease,
        be acquired by Archer, or by a third party wholly or partly for Operator
        or Operator’s benefit, within three (3) years from the date of the
        expiration of the primary term of said lease, the rights and interests
        herein reserved by Archer shall attach and apply to each renewal or new
        lease, the lands described therein and estate created thereby with the
        same result and effect as such reserved rights and interests attach and
        apply to the said lease, the said lands or in the estates created by the
        said lease. Should Archer, acting as Agent for the Silver Star, acquire
        any additional acreage within the AMI in addition to the acreage described
        above, Archer shall assign said leases to Silver Star per the terms and
        conditions of this Agreement. Silver Star shall reimburse Archer for all
        of its costs and expenses related to the acquisition per the terms and
      










	 	conditions of this Agreement. Archer shall maintain
        rights and interest in the additional acreage the same as in all other
        acreage subject to this Agreement. Archer shall submit an AFE outlining
        costs to Silver Star prior to the acquisition of the additional acreage.
        Silver Star shall forward funds to Archer to cover estimated costs prior
        to acquisition in a timely manner. 

	 	 
	19. 	Notices: All notices and consents to be given
        hereunder shall be in writing and shall be deemed to have been duly given
        if delivered personally, telexed with receipt acknowledged, mailed by
        certified mail, postage prepaid, or delivered by a recognized commercial
        courier to the party as follows, or such other address as any party shall
        have designated for itself by ten (10) days’ prior notice to the
        other party: addressed to; Archer Exploration, Inc., Attn: John W. Howe,
        1701 Westwind Dr. Suite #125, Bakersfield, CA 93301, and to Silver Star
        at the address first set forth above. The time for such receiving party
        to give any notice in response thereto shall begin to run on the day following
        the date the originating notice is received, and responsive notice shall
        be deemed given when deposited in the United States mail or telexed with
        receipt acknowledged, or deposited with a recognized commercial courier,
        properly addressed and with postage or charges prepaid. 

	 	 
	20.	Title: Operator, prior to commencing operations
        for any well on the leased lands shall, at Silver Star’s sole expense,
        conduct adequate title work and make reasonable effort to cure title defects.
        Operator shall keep Archer and or Silver Star advised of these efforts.
        Operator shall promptly furnish Archer and or Silver Star with copies
        of all title reports, abstracts and attorney’s title opinions obtained
        by it relating to said lease(s). Operator and Archer shall make available
        to each other, any title information it may have pertaining to said lease(s).
        Neither party shall be liable for the accuracy of any title information
        furnished pursuant to the foregoing. Archer does not warrant title, either
        expressed or implied, to the said lease(s). 

	 	 
	21. 	Assignment: Silver Star may not assign this
        Agreement, or its interest hereunder, in whole or in part without first
        fully disclosing to Archer the nature of the assignment, as to amounts,
        terms and parties involved, and then without the prior written consent
        of Archer. 

	 	 
	22. 	Time is of the Essence: Time shall be the
        essence of this Agreement in all of its parts. This Agreement may be executed
        in any number of counterparts, each of which shall be considered as an
        original for all purposes. The terms, covenants and conditions hereof
        shall run in favor of and be binding upon the parties hereto, their successors
        and assigns, and shall run with the said leases and lands. 

	 	 
	23.	Deposit: The $85,00.00 consideration shall
        be paid to Archer upon Silver Star’s execution of this Agreement.
        Acknowledgment is made hereby that Archer has received a non-refundable
        deposit in the amount of $15,000.00 from Silver Star, which shall apply
        to the total price should this Agreement be executed. 










	24. 	Authority: The Parties each represent and
        warrant to the other that all requisite authority, corporate or otherwise,
        required for the execution and delivery of this Agreement and the consummation
        of the transactions contemplated hereunder has been obtained, and furthermore
        that the execution of this Agreement by the individuals(s) signing on
        behalf of a partnership or corporation has been duly authorized. Each
        Participant further represents and warrants to Archer that such Participant
        is financially sophisticated, and has significant experience in making
        high risk investments like the investment contemplated by this Agreement,
        and that such Participant has the ability to fully evaluate the benefits,
        if any, and risks associated with such Participant’s participation
        under this Agreement. 






	 	IN WITNESS WHEREOF, Silver Star has hereunder caused its name
      to be subscribed the day and year first above written. 
	 	 	 	 
	 	ARCHER EXPLORATION, INC.	 	SILVER STAR ENERGY,
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	/s/ “John W. Howe”	 	By:	/s/ “Rob McIntosh”
	 	 	John W. Howe - President	 	 	Rob McIntosh - President
	 	 	 	 	 	 
	 	 	Date: December 5, 2003	 	 	Date: December 5, 2003