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






 1048136 ALBERTA LTD.

  302 – 1505 West 2nd Avenue

  Vancouver, British Columbia

  Canada V6H 3Y1

  Tel: (604) 739-6727   Fax: (604) 739-6729  


October 29, 2003


 Movito Holdings Ltd. 

  Box 18, 323 – 595 Howe Street 

  Vancouver, British Columbia 

  V6C 2T5  


Attention:	Mr. Mario Aiello  



Dear Sir:


 Re:    Farmout Proposal – Evi Prospect, Province of
  Alberta 



This Agreement outlines the terms upon which 1048136 Alberta Ltd. (“1048136”)
  will grant to Movito Holdings Ltd. a farmin opportunity (the “Farmin”)
  on certain lands known as the “Evi Prospect”, located in the Province
  of Alberta.

	1.	Definitions and Schedules

      In this Agreement, the definitions provided by the 1997
        CAPL Farmout and Royalty Procedure (the “Farmout and Royalty Procedure”),
        Article 1.01, shall apply; however, unless inconsistent therewith or unless
        the context otherwise requires, specific terms shall have the meanings
        set forth below:

	 	 	 
	 	i)	“AFE” means an authorization for expenditure issued by the Operator;
	 	ii)	“CAPL” means the Canadian Association of Petroleum Landmen;
	 	iii) 	“Farmee” means Silver Star Energy Inc.;
	 	iv) 	“Farmor” means 1048136;
	 	v) 	“Farmin Lands” means those lands described on Schedule “A”
      hereto; 
	 	vi) 	“Well” means a well drilled on the Farmin Lands. 










 2

	 	The following schedules are attached to and deemed to form parts of this
      Agreement: 




	 	a)	Schedule “A”	Description of Farmin Lands
	 	b)	Schedule “B”	Development Budget;
	 	c)	Schedule “C”	1997 CAPL Farmout and Royalty Procedure (Elections and Amendments);
	 	d)	Schedule “D”	Summary of 1990 CAPL Operating Procedure (Elections and Amendments); and
	 	e)	Schedule “E”	Summary of 1998 Revised PASC Accounting Procedure (Elections and Amendments).




	2.	Drilling/Funding Obligations 

       By no later than the dates set forth hereinbelow, the
        Farmee shall advance to the Farmor the sums set forth (the “Development
        Funds”), or shall provide equivalent credit facilities against which
        the Farmor may draw. 

           February 1, 2004 –
        USD$500,000 

             March 1, 2004 – USD$500,000 

             April 1, 2004 – USD$500,000 

             May 1, 2004 – USD$500,000 

      Subject to anything to the contrary contained in this
        paragraph, the Farmor shall use the Development Funds exclusively for
        the development of the Farmin Lands including, without limitation, to
        drill, fully test, complete, cap or abandon up to three Wells, consisting
        of one initial exploration Well (the “Exploration Well”) and
        up to two additional development Wells (the “Development Wells”).
        The proposed budget for the Wells shall be as set forth in Schedule “B”
        hereto and the Exploration Well spud date shall be on or before March
        1, 2004. The Farmor shall in its absolute discretion determine the drilling
        locations for the Exploration Well and all subsequent Development Well(s)
        on the Farmin Lands, and shall have the right to determine the spud dates
        of all Wells drilled on the Farmin Lands after the Exploration Well is
        drilled, fully tested, 












 3

	

      
	completed, capped or abandoned. The Farmor
        shall receive and approve all AFE’s issued by the Operator and shall
        provide a copy of such AFE(s) to Farmee, together with a cash-call notice.

      The Farmor shall cause the Wells to be drilled, fully
        tested, completed, capped or abandoned on the Farmin Lands using the Development
        Funds, acting on a commercially reasonable basis, and any balance of the
        Development Funds remaining after the completion of such drilling programs
        shall become the property of the Farmor.

	 	 
	3.
   	Interest Earned

      Provided the Farmee has advanced the Development Funds
        and otherwise completed its obligations under paragraph 2 hereof, the
        Farmee shall, subject to Article 3.00 of the Farmout and Royalty Procedure,
        have earned 66.67% (the “Earned Interest”) of the Farmor’s
        working interest in the Farmin Lands.

      

	 	 
	4.
   	Reasonable Extension

      If, in the Farmor’s reasonably held opinion, ground
        conditions or other industry-related conditions render the drilling of
        the Exploration Well impossible or impracticable, an extension of the
        time required to spud the Exploration Well shall be allowed until such
        time as the adverse condition(s) ceases to exist, with sufficient time
        then allowed to reasonably permit the drilling of the Exploration Well.

	 	 
	5.
   	Assignment

       The Farmee shall have the right to contract with an
        industry partner to share its obligations hereunder; however, unless a
        written amendment to this Agreement is executed by all involved parties,
        no such arrangements shall reduce or otherwise affect the Farmee’s
        obligations hereunder. Upon earning an interest in the Farmin Lands, the
        1993 CAPL Assignment Procedure (the “Assignment Procedure”)
        shall apply.












 4

	6.
   	Operator

      The Farmor shall in its absolute discretion appoint the
        operator (the “Operator”) of all drilling programs conducted
        pursuant to this Agreement, and Well operations shall be performed in
        accordance with the 1990 CAPL Operating Procedure. Notwithstanding the
        Farmee has met its obligations to acquire the Earned Interest, it is agreed
        that the Farmor will be entitled to appoint the operator of the first
        five (5) Wells, including the Exploration Well and Development Wells drilled
        pursuant to paragraph 2, if and when drilled on the Farmin Lands, as the
        case may be, and the Farmee agrees that any subsequent farmout or assignment
        will only be acceptable subject to this condition.

      

	 	 
	7.
   	No Interest

       In the event that the Development Funds required by
        paragraph 2 are not provided on or before the due dates, Farmee shall
        have earned no interest in the Farmin Lands.

      

	 	 
	8.
   	Incorporation of CAPL Procedures

      The 1997 CAPL Farmout and Royalty Procedure, 1990 CAPL
        Operating Procedure, and 1988 PASC Accounting Procedure (the “Accounting
        Procedure”) are incorporated in and are deemed to form a part of
        this Agreement, and shall be read with the elections and modifications
        thereto made by Schedules “C”, “D” and “E”,
        respectively.

      

	 	 
	9.
   	Confidentiality

       The Farmor and Farmee agree that all information shared
        between the parties concerning the Farmin Lands and the development thereof
        shall be held in confidence and shall not used for any purposes other
        than completing this transaction and matters directly related thereto.












 5

	10. 	General 
	 	 	 
	 	10.1	The Farmor and Farmee shall each bear its own out-of-pocket
        costs, including legal, accounting, engineering and consulting expenses,
        incurred in connection with the subject matter hereof. 

	 	 	 
	 	10.2 	The rights and obligations of the parties hereunder
        will be binding on and enure to the benefit of and be enforceable by each
        of the parties hereto, and their respective successors and permitted assigns,
        and the heirs, executors, administrators and assigns of natural persons
        who are or become parties hereto. Except as provided herein, the rights
        or obligations of the parties may not be assigned by any party hereto
        without the consent of the other party hereto. 

	 	 	 
	 	10.3	This Agreement will be governed by and construed
        in accordance with the laws of the Province of British Columbia and the
        laws of Canada applicable therein. The parties hereto irrevocably attorn
        to the jurisdiction of the courts of the Province of British Columbia.
      

	 	 	 
	 	10.4 	Any notices required hereunder will be given by delivery
        to the addressee, whether by hand, by facsimile or by registered mail,
        to the address below:  in the case of the Farmor: 

                1048136 ALBERTA
        LTD.

                  302 –
        1505 West 2nd Avenue

                  Vancouver,
        British Columbia 

                  Canada V6H
        3Y1

                  Fax: (604)
        739-6729 

                  Attention:
        Scott Marshall 











 6 

	 	 	in the case of the Farmee: 

                Movito Holdings
        Ltd. 

                  Box 18, 323
        – 595 Howe Street 

                  Vancouver,
        British Columbia 

                  V6C 2T5

                  Attention:
        Mario Aiello 

	 	 	 
	 	10.5 	This Agreement constitutes the entire agreement between
        the parties hereto and no variation of the terms hereof shall be binding
        unless the same is contained in written document which is signed by all
        parties. 

	 	 	 
	 	10.6	 Wherever any term or condition of any schedule conflicts
        or is at variance with any term or condition in the body hereof, the latter
        shall prevail. 

	 	 	 
	 	10.7  	The headings of some of the paragraphs contained
        herein are inserted for convenience of reference only and shall not affect
        the meaning or construction thereof. 10.8 Wherever the plural, masculine
        or neuter is used in this Agreement, the same shall be construed as meaning
        plural or feminine or body politic or corporation, as the context so requires.
      

	 	 	 
	 	10.9	 Each party shall from time to time perform all such
        further acts and execute and deliver all further documents as may be reasonably
        required in order to fully perform its obligations under this Agreement.
      

      In the event this Agreement sets forth your understanding
        and agreement to the matters detailed herein, please execute the enclosed
        letter and return the same to the undersigned by no later than 4:00 p.m.
        (PST) on October 30, 2003, failing which the subject matter hereof shall
        be null and void. 











 7

Yours very truly, 

 1048136 ALBERTA LTD. 

 

	Per:	"Scott Marshall"
 Authorized Signatory – Scott
      Marshall 


 Acknowledged and accepted this ________ day of ________, 2003. 

 Movito Holdings Ltd.

 

	Per:	"Jamie Cirotto"

        Authorized Signatory 

      










 8


Schedule A 


 Attached to and forming part of an Agreement dated October
  29, 2003 between 1048136 Alberta Ltd. and Movito Holdings Ltd.. 


Description of Farmin Lands 



NE/4 sec. 10 & S/2 sec.,11 Twp 67, Rge 11, W4M









 9


Schedule B 


 Attached to and forming part of an Agreement dated October
  29, 2003 between 1048136 Alberta Ltd. and Movito Holdings Ltd.. 


Development Budget – attached hereto 









 10


Schedule C 


 Attached to and forming part of an Agreement dated October
  29, 2003 between 1048136 Alberta Ltd. and Movito Holdings Ltd..  


Farmout & Royalty Procedure Elections and Amendments 


	1.	Effective Date (subclause 1.01(f)) - October
      29, 2003
	 	 
	2.	Payout (subclause 1.01(t), if Article 6.00 applies)
      

      Alternate A – N/A     Alternate B –
      N/A

      Alternate B options, if applicable N/A m3 of Equivalent
      Production and N/A years.
	 	 
	3.	Incorporation of Clauses from 1990 CAPL Operating
      Procedure (Clause 1.02)
	 	 	 
	 	(i)	Insurance (311) Alternate A: ___     Alternate
      B: X
	 	 
	4.	Article 4.00 (Option Wells) will X/ will
      not __ apply.
	 	 
	5.	Article 5.00 (Overriding Royalty) will X/ will
      not __ apply.

      5.01 A (a) Alternate 1: 12.50% Natural Gas          (b)
      Alternate 1:          12.5%
      Oil
	 	 
	6.	Article 6.00 (Conversion of Overriding Royalty)
      will ___/will not X apply.
	 	 
	7.	Article 8.00 (area of Mutual) – will __/
      will not X apply.
	 	 
	8.	Article 11.02 (Reimbursement of Land Maintenance
      Costs) will __ / will not X apply.











 11


Schedule D 


 Attached to and forming part of an Agreement dated October
  29, 2003 between 1048136 Alberta Ltd. and Movito Holdings Ltd.  

 Summary of 1990 CAPL Operating Procedure

	I.	Insurance (Clause 311):        Alternate
      “A” ____          Alternate
      “B” X 
	 	 	 
	II. 	Marketing Fee (Clause 604):     Will
      not Apply 
	 	 	 
	III. 	Casing Point Election (Clause 903): Alternate
      “A” X         Alternate
      “B” ___ 
	 	 	 
	IV. 	Penalty for Independent Operations (Clause 1007):
    
	 	 
	 	1. 	(Clause 1007(a) Development Wells 300% 
	 	2. 	(Clause 1007(b) Exploratory Wells 500%
	 	 
	V. 	Title Preserving Well (Clause 1010): 120 days
    
	 	 
	VI. 	Disposition for Interests (Clause 2401): Alternate
      “A” X         Alternate
      “B” ___ 
	 	 
	VII. 	Recognition Upon Assignment (Clause 2404): Alternate
      “A” X         Alternate
      “B” ___ 

      *(2404 is amended to Incorporate the Assignment Procedure) 










 12


Schedule E 


 Attached to and forming part of an Agreement dated October
  29, 2003 between 1048136 Alberta Ltd. and Movito Holdings Ltd.  


Summary of 1998 Revised PASC Accounting Procedure 


	I.	Operating Advances (Clause 105 (a)): 10
	 	 
	II. 	Approvals (Clause 110): 2 or more parties totaling
      65%.
	 	 
	III. 	Labour (Clause 202(b)):
	 	 
	 	(1)
   	Second Level Supervisors located in a Production Office and
      directly employed in the conduct of Joint Operations shall X/ shall
      not ___ be chargeable

	 	(2)	Technical Employees located in a Production Office and directly
      employed in the conduct of Joint Operations shall X/ shall not ___
      be chargeable
 
	 	 
	IV. 	Employee Benefits (Clause 203(b)): 25%
	 	 
	V.	Warehouse Handling (Clause 217: 2.5% for
      tubular goods 2” and over and other items with new price over $5,000;
      5% of the cost of all other material.
	 	 
	VI. 	Overhead (Clause 302):
	 	 
	(a)	For Each Exploration Project:
	 	(1)	5% of first $50,000
	 	(2)	3% of next $100,000
	 	(3)	1% of cost exceeding (1) and (2)
	 	 
	(b)	For Each Drilling Well:
	 	(1)	3% of first $50,000
	 	(2)	2% of next $100,000
	 	(3)	1% of cost exceeding (1) and (2)
	 	 
	(c)	For Each Construction Project:
	 	(1)	5% of first $50,000
	 	(2)	3% of next $100,000
	 	(3)	1% of cost exceeding (1) and (2)
	 	 
	(d)	For each Operation and Maintenance:
	 	(1)	 ___% of the cost; or
	 	(2)	For producing, injection and water source operations a flat
      rate of $______ per month; or
	 	(3)	$250.00 per producing well per month











 13

	 	The rate is subclause (d)(2) and/or (d)(3) herein will ___ /will X
      not escalate 
	 	 
	VII.	Pricing of Joint Material Purchases, Transfers and Dispositions: Approval
      of Non-Operator(s) required if new price greater than $20,000. 
	 	 
	VIII.	Periodic Inventories (Clause 501): at 5 year intervals