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






 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 V

  6C 2T5  

 Attention:      Mr. Mario Aiello  


Dear Sir:


 Re:      Farmout Proposal – Verdigris 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 “Verdigris 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.


 







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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  

      

       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 Wells, consisting of one initial
        exploration Well (the “Exploration Well”) and one additional
        development Well (the “Development Well”). 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 the Development Well 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,
        completed, capped or abandoned. The 

          











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	 	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.

          

	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

          










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	 	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 Well 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.

         

	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.

          








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	 	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 

          

        

      

        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. 

          









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	 	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. 











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Yours very truly,



1048136 ALBERTA LTD. 


 Per: “Scott Marshall”

           Authorized Signatory
  – Scott Marshall  

 Acknowledged and accepted this 30th day of October, 2003. 


MOVITO HOLDINGS LTD. 


 Per: “Jamie Cirotto”

          Authorized Signatory 








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 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  

 Section 20, Twp. 03, Rge 15 W4 








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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 









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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:   12.50% 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.

        









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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”
      xAlternate “B”  ̈
      
 *(2404 is amended to Incorporate the Assignment Procedure)
      
   








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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











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	 	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