Filed by Automated Filing Services Inc. (604) 609-0244 - Silver Star Energy Inc. - Exhibit 10.2







Exhibit 10.2


 CONSULTING AGREEMENT

THIS AGREEMENT is dated for reference
  this 15th day of November, 2003. 

 BETWEEN:


  Silver Star Energy Inc., a body corporate
    duly incorporated under the laws of the State of Nevada, and having an office
    at #800 11300 West Olympic Blvd Los Angeles, California 90064 

   (hereinafter called the “Company”) 


 AND: 

OF THE FIRST PART


  David Naylor, an individual with an office
    at #302 1505 West 2nd Avenue, Vancouver, British Columbia, V6H
    3Y4. 

   (hereinafter called the “Consultant”) 


 OF THE SECOND PART 


WHEREAS:


 A.  The Company is desirous of retaining the consulting
  services of the Consultant on a continuing basis and the Consultant has agreed
  to serve the Company as an independent contractor upon the terms and conditions
  hereinafter set forth. 

       FOR VALUABLE CONSIDERATION
  it is hereby agreed as follows: 

 The Consultant shall provide consulting services as Chief
  Financial Officer of the Company, and the Consultant shall serve the Company
  (and/or such subsidiary or subsidiaries of the company as the Company may from
  time to time require) in such consulting capacity or capacities as may from
  time to time be determined by resolution of the Board of Directors of the Company
  and shall perform such duties and exercise such powers as may from time to time
  be determined by resolution of the Board of Directors, as an independent contractor.


 The term of this Agreement shall be on a continuous month-to-month
  basis, subject to the termination provisions in paragraph 11 and paragraph 13.


 The basic remuneration for the Consultant’s services
  hereunder shall be at the rate of $5,500 US per month, subject to quarterly
  review by the Board of Directors, together with any such increments thereto
  and bonuses as the Board of Directors of the Company may from time to time determine,
  payable in advance on the first business day of each calendar month. 

 The Consultant shall be responsible for: the payment of income
  taxes as shall be required by any governmental entity with respect to compensation
  paid by the Company to the Consultant; maintaining proper financial records
  of the Consultant, which records will detail, amongst other things, expenses
  incurred on behalf of the Company; and obtaining all necessary licenses and
  permits and for complying with all applicable federal, state and municipal 







laws, codes and regulations in connection with the provision
  of services hereunder and the Consultant shall, when requested, provide the
  Company with adequate evidence of compliance with this paragraph.

 The terms “subsidiary” and “subsidiaries”
  as used herein mean any corporation or company of which more than 50% of the
  outstanding shares carrying voting rights at all times (provided that the ownership
  of such shares confers the right at all times to elect at least a majority of
  the Board of Directors of such corporation or company) are for the time being
  owned by or held for the Company and/or any other corporation or company in
  like relation to the Company and include any corporation or company in like
  relation to a subsidiary.

 During the term of this Agreement, the Consultant shall provide
  the consulting services to the Company, and the Consultant shall be available
  to provide such services to the Company in a timely manner subject to availability
  at the time of the request.

 The Consultant shall be reimbursed for all traveling and other
  expenses actually and properly incurred in connection with the duties hereunder.
  For all such expenses the Consultant shall furnish to the Company an itemized
  invoice, detailing the services performed and expenses incurred, including receipts
  for such expenses on a monthly basis.

 The Consultant shall not, either during the continuance of
  this contract or at any time thereafter, disclose the private affairs of the
  Company and/or its subsidiary or subsidiaries, or any secrets of the Company
  and/or subsidiary or subsidiaries, to any person other than the Directors of
  the Company and/or its subsidiary or subsidiaries or for the Company’s
  purposes and shall not (either during the continuance of this Agreement or at
  any time thereafter) use, for the Consultant’s own purposes or for any
  purpose other than those of the Company, any information the Consultant may
  acquire in relation to the business and affairs of the Company and/or its subsidiary
  or subsidiaries.

 The Consultant shall well and faithfully serve the Company
  or any subsidiary as aforesaid during the continuance of this Agreement to the
  best of the Consultant’s ability in a competent and professional manner
  and use best efforts to promote the interests of the Company.

 The Consultant agrees with the Company that during the term
  of this Agreement, so long as the Board of Directors of the Company may so desire,
  to serve the Company as an officer and director, as applicable, without additional
  remuneration other than as provided in paragraph 3.

 This Agreement may be terminated forthwith by the Company,
  without prior notice, if at any time:

  (a)    The Consultant shall commit any breach of any of
  the provisions herein contained, including negligent performance of the duties
  hereunder; or

  (b)   The Consultant shall be guilty of any misconduct or neglect
  in the discharge of their duties hereunder; or

  (c)   The Consultant shall become bankrupt or make any arrangements
  or composition with the Consultant’s creditors; or

  (d)   The Consultant shall become unsound mind or be declared
  incompetent to handle their own personal affairs; or

  (e)   The Consultant shall be convicted of any criminal offence
  other than an offence which, in the reasonable opinion of the Board if Directors
  of the Company, does not affect their position as a Consultant or, if applicable,
  as a director of the Company.

 In the event this Agreement is terminated by reason of default
  on the part of the Consultant, then at the request of the Board of Directors
  of the Company, the Consultant shall forthwith resign any position or office
  that the Consultant then holds with the Company or any subsidiary of the Company.

 In addition to the termination provisions contained in paragraph
  11, either party may terminate this agreement upon thirty (30) days written
  notice to the other party, or upon a different period of time as may be mutually
  agreed upon. 







 The Company is aware that the Consultant has now and will
  continue to have financial interests in other companies and properties and the
  Company recognizes that these companies and properties will require a certain
  portion of the Consultant’s time. The Company agrees that the Consultant
  may continue to devote time to such outside interests, PROVIDED THAT such interests
  do not conflict with, in any way, the time required for the Consultant to perform
  their duties under this Agreement. 

 The services to be performed by the Consultant pursuant hereto
  are personal in character, and neither this Agreement nor any rights or benefits
  arising thereunder are assignable by the Consultant without the previous written
  consent of the Company. 

 The parties shall indemnify and save each other harmless from
  and against all claims, actions, losses, expenses, costs or damages of every
  nature and kind whatsoever which either party, including their respective officers,
  employees or agents may suffer as a result of the negligence of the other party
  in the performance or non-performance of this Agreement. 

 It is expressly agreed, represented and understood that the
  parties hereto have entered into an arms length independent contract for the
  rendering of consulting services and that the Consultant is not the employee,
  agent or servant or the Company. Further, this agreement shall not be deemed
  to constitute or create any partnership, joint venture, master-servant, employer-employee,
  principal-agent or any other relationship apart from an independent contractor
  and contractee relationship. 

 Any notice in writing or permitted to be given to the Consultant
  hereunder shall be sufficiently given if delivered to the Consultant personally
  or mailed by registered mail, postage prepaid, addressed to the Consultant at
  the last residential address known to the Secretary of the Company. Any such
  notice mailed as aforesaid shall be deemed to have been received by the Consultant
  on the first business day following the date of mailing. Any notice in writing
  required or permitted to be given to the Company hereunder shall be given by
  registered mail, postage prepaid, addressed to the Company at the address shown
  on page 1 hereof. Any such notice mailed as aforesaid shall be deemed to have
  been received by the Company on the first business day following the date of
  the mailing. Any such address for the giving of notices hereunder may be changed
  by notice in writing given hereunder. 

 The provisions of this Agreement shall endure to the benefit
  of and be binding upon the Consultant and the successors and assigns of the
  Company. For this purpose, the terms “successors” and “assigns”
  shall include any person, firm or corporation or other entity which at any time,
  whether by merger, purchase or otherwise, shall acquire all or substantially
  all of the assets or business of the Company. 

 Every provision of this Agreement is intended to be serverable.
  If any term or provision hereof is illegal or invalid for any reason whatsoever,
  such illegality or invalidity shall not affect the validity of the remainder
  of the provisions of this Agreement. 

 IN WITNESS WHEREOF this Agreement has been executed as of
  the day, month and year first above written. 

 Silver Star Energy Inc. 

  

	per:	/s/
      Robert McIntosh	 	 	
      /s/ David Naylor
	 	Authorized Signing Officer	 	 	David Naylor