Filed by Automated Filing Services Inc. (604) 609-0244 - Silver Star Energy Inc. - Exhibit 2.2




WINTERS PINCHOUT

  SOUTH SACRAMENTO VALLEY EXPLORATION PROGRAM

  AGREEMENT

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

ARCHER EXPLORATION, INC.

  1701 Westwind Dr. 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 oil and gas prospects, in the General Area of Mutual
      Interest (hereinafter referred to as ”GAMI”), shown on the attached
      Exhibit “A” covering and embracing the lands (hereinafter referred
      to as “said lands”) and described as follows:




	               Sections
      12, 13, 24, 25 & 36, T6N, R2E, M. D. B. & M.,
	               Sections
      7 – 36, T6N, R3E, M. D. B. & M.,
	               Sections
      13 – 36, T6N, R4E, M. D. B. & M.,
	               Sections
      17 – 20 & 29 - 32, T6N, R5E, M. D. B. & M.,
	               Sections
      1, 12, 13, 24, 25 & 36, T5N, R2E, M. D. B. & M.,
	               Sections
      1 - 36, T5N, R3E, M. D. B. & M.,
	               Sections
      1 – 36, T5N, R4E, M. D. B. & M.,
	               Sections
      5 – 8, 17 - 20 & 29 - 32, T5N, R5E, M. D. B. & M.,
	               Sections
      1, & 12, T4N, R2E, M. D. B. & M.,
	               Sections
      1 – 14, 23 – 26 & 35 - 36, T4N, R3E, M. D. B. & M.,
	               Sections
      1 – 36, T4N, R4E, M. D. B. & M.,
	               Sections
      5 – 8, 18, 19 & 30 - 31, T4N, R5E, M. D. B. & M.,
	               Sections
      1, 2 &11 – 12, T3N, R3E, M. D. B. & M.,
	               Sections
      1 – 18, T3N, R4E, M. D. B. & M.,
	               Sections
      6, 7 & 18, T3N, R5E, M. D. B. & M.,


Sacramento, Solano and Yolo Counties, California

               WHEREAS
  Archer and Silver Star acknowledge that twelve (12) oil and gas prospects have
  been identified to date within the GAMI (see attached Exhibit “B”),
  and that examination of seismic data may identify further prospects.

                WHEREAS
  Archer and Silver Star desire to develop the potential of the GAMI through a
  combination of geologic review and drilling.

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

                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 objective zone in the initial test well of each prospect.

	 	 	 
	 	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 -  	$100,000.00

	   	 	 	       	 
	 	 	2. 
	At spud of the initial test well of the first three prospects
      drilled within the GAMI - 	$ 15,000.00

	 	     	 	 	 
	 	 	3. 
	At completion of the initial test well of each prospect drilled
      within the GAMI -	 $ 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 ten percent of one hundred percent (10% 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 acquisition of leases
        acquired within the GAMI, including a twenty percent (20%) management
        fee, based upon the value of the leases acquired. 

	 	 	 
	 	2.
	All expenses in connection with the
        program of Seismic Data acquisition and analysis.

	 	 	 
	 	3.
	All expenses in connection with the
        drilling and completion of the initial test well on the first Prospect
        drilled and completed within the GAMI.

	 	 	 
	 	4.
	A monthly management fee in the amount
        of $10,000.00. These payments shall commence with the month of January
        2004 and are due and payable by the fifteenth (15th) day of
        the previous month. These payments shall continue until such time as the
        GAMI has been fully geologically and geophysically defined or after four
        prospects within the GAMI have been drilled, by mutual agreement of the
        Parties.

	 	 	 
	 	5.
	Unless otherwise stated, all monthly
        fees are due and payable by the fifteenth (15th) day of the
        previous month.

	 	 
	5.	Additional Working Interest
        Election:

	 	 	 
	 	1.
	Archer shall elect to participate up
        to a ten percent of one hundred percent (10% of 100%) working interest
        in each of the first three Prospects drilled within the GAMI. At the time
        of election for the drilling of the fourth Prospect, Archer shall make
        a one time election as to its participation in the remaining Prospects
        within the GAMI.

	 	 	 
	 	1.
	In the event that Archer elects to participate
        up to ten percent of one hundred percent (10% 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 ten percent (10%) working interest.

	 	 	 
	 	2.
	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.	Operations Prior to Drilling:








 

	 	1.
	Prior to drilling, a program of land
        and title work and lease acquisition shall be conducted to bring the Prospects
        to a drillable condition. Timing of phases of this work and payment for
        the work are outlined on Exhibit “D” attached hereto along with
        estimated costs. Leasing operations will continue until 6,000 acres are
        under lease within the GAMI. Operations for the leasing of additional
        acreage may be extended by the mutual consent of the Parties.

	 	 
	 	2.
	Prior to drilling, a program of Seismic
        Data acquisition and analysis shall be conducted to bring the Prospects
        to a drillable condition and to identify new prospects within the GAMI.
        Timing of phases of this work and payment for the work are outlined on
        Exhibit “D” attached hereto along with estimated costs. Analysis
        of seismic data is to begin in the month of January and to be completed
        no later that June 30, 2004. Additional work may be done with the mutual
        consent of the Parties.

	 	 
	7.	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 seismic data acquisition and analysis

	 	 	 
	 	3.
	Archer shall manage or contract for
        all aspects of drilling, completion and production on or from the prospect
        lands.

	 	 	 
	 	4.
	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.

	 	 	 
	 	5.
	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.

	 	 
	8.	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 South Sacramento Valley
        Exploration Program 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.

	 	 	 	 
	9.  	Test Well: For the
        purposes of this Agreement, the Initial Test Well shall be defined as
        the initial well drilled on each the South Sacramento Valley Exploration
        Program Prospects, under the terms of this Agreement. Operator shall notify
        each Participant of the projected spud date of the Initial Test Well not
        more than forty-five (45) days prior to that date. Each Participant shall,
        not later than fifteen (15) 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
        Initial 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.








 

	10.
	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.

	 
	11.  
	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.

	 	 
	12.
	Liability and Indemnification:

	 	 	 
	 	1.
	The Parties recognize that exploration
        for oil and gas is a risky undertaking, which requires the investment
        of significant amounts of capital and which can lead to loss of all or
        substantial portion of that investment.

	 	 	 
	 	2.
	Archer does not warrant the reliability
        or accuracy of the information, data or studies used in the development
        of this Prospect.

	 	 	 
	 	3.
	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.

	 	 	 
	13. 
	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.

	 	 
	14. 
	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.

	 	 
	 15.   Failure
      to Fund:
	 	 	 
	 	1.	In the event Silver Star fails to advance
        the drilling funds, in a timely manner, for the Initial 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.

	 	 	 
	16.
	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 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.

	 	 	 
	 	5.
	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.





	17.  
	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.

	 	 
	18. 
	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.

	 	 
	19.	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. 

	 	 
	20.	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, faxed 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. 

	 	 
	21.	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). 

	 	 
	22.	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. 

	 	 
	23. 	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. 

	 	 
	24.	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. 

	 	 
	25.	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: “John W. Howe”	By: “Rob McIntosh”
	 	       John W. Howe - President	       Rob McIntosh -
      President
	 	 	 
	 	Date: December 5, 2003	Date: December 5, 2003