EXHIBIT 10.1


                                    Exhibit H

                            Empire Energy Corporation
                       7500 College Boulevard, Suite 1215
                           Overland Park, Kansas 66210
                      Phone: 913.469.5615 Fax: 913.469.1544


                                  July 9, 2002



Mr. Malcolm Bendall, Chairman
Great South Land Minerals, LTD
3/65 Murray Street
Hobart, Tasmania
Australia 7000

              RE:   Proposed Exchange of shares of Empire Energy Corporation, a
                    Utah Corporation (EECI') for all of the outstanding shares
                    of Great South Land Minerals, Ltd., a Tasmanian Australian
                    Corporation ("GSLM")

Dear Mr. Bendall:

          This letter will confirm the recent discussions we have had with you
relative to the proposed exchange of shares of the common stock of Empire Energy
Corporation, a Utah Corporation, ("EECI") for all of the issued and outstanding
common stock of Great South Land Minerals, Ltd., a Tasmanian Australian
Corporation, ("GSLM") . The objective of our discussions has been the execution
and consummation, as soon as feasible, of a formal agreement between EECI and
GSLM (the Exchange Agreement') which, among other things, would provide for the
various matters set forth below.

1.   EECI will acquire all of the issued and outstanding common stock of GSLM
     from the shareholders of GSLM (which will include all existing
     shareholders) in exchange for 47,500,000 shares of the $.001 par value
     common stock of EECI ("Common Stock") which will be delivered upon the
     closing of this transaction (the "Closing Date") . You will need to provide
     us with the names and addresses of the shareholders as soon as possible.
     This transaction is intended to qualify as a tax-free reorganization under
     Section 368 of the Internal Revenue Code such that the shares of EECI
     received by the shareholders of GSLM will be received on a tax-free basis.
     The shares to be issued by EECI will be "restricted securities" as defined
     in Rule 144 under the Securities Act of 1933, and an appropriate legend
     will be placed on the certificates representing such shares, and stop
     transfer orders placed against them.

2.   Prior to or simultaneously with the closing, EECI will have completed a 1
     for 10 reverse stock split. In addition, it is intended to proxy for EECI
     shareholder vote the increase of the authorized shares of EECI from
     50,000,000 to 100,000,000.

3.   At closing, EECI will be organized so that there will be 2,441,507 shares
     of EECI Common Stock outstanding. After the closing of this transaction,
     there will be 49,941,507 total shares outstanding reflected as follows:

<PAGE>


                                     SHARES

GSLM SHAREHOLDERS                    47,500,000 Shares                   95%

EECI SHAREHOLDERS                     2,441,507 Shares                   5%

TOTAL                                49,941,507 Shares                  100%

4.   Simultaneously with the closing, the authorized common shares shall be
     100,000,000 shares.

5.   The current officers and directors of EECI will submit their resignation as
     officers and directors effective on the Closing Date.

6.   On the Closing Date, EECI will have no liabilities and no assets, with the
     exception of those assets being introduced via the acquisition of GSLM.
     Current liabilities and assets of EECI are as disclosed in the attached
     Exhibit "A", attached hereto.

7.   Other terms of the Exchange Agreement will include:

     (a)  EECI shall be in good standing in its state of domicile and shall not
          be in violation of any Federal or State securities or other laws
          governing it.

     (b)  EECI will be current in all of its filing requirements as to all tax,
          securities or other reports required under laws to which it is
          subject, and shall deliver copies of these reports to GSLM along with
          copies of its past and current audited financial statements.

     (c)  EECI shall, at closing, be able to make customary representations,
          including but not limited to, representations and warranties that it
          has no liabilities and it is not a party to litigation.

     (d)  The GSLM Shareholders acknowledge that the shares of EECI, which they
          are receiving, may not be resold to the public except upon
          registration or upon compliance with the terms of Rule 144 and shall
          contain the appropriate restrictive legend.

     (e)  There shall be no change in the current outstanding capital structure
          of EECI including outstanding shares, options, warrants or related
          matters, except as referred to herein.

     (f)  GSLM shall be in good standing in the Australian state of Tasmania and
          shall be duly qualified to do business as a foreign corporation in
          those jurisdictions, which require such qualification. GSLM shall be
          free from any material pending or threatened litigation, claims, or
          contingent liabilities.

     (g)  GSLM shall be current and in good standing with respect to all
          material contracts to which it is a party.

     (h)  After closing, GSLM will not acquire any operating companies that
          would be deemed "material acquisitions" unless the acquired company
          can provide audited financial statements by the closing date of such
          acquisition.

     (i)  The proposed transaction shall not violate any contract, agreement or
          arrangement to which GSLM is a party.

                                       2

<PAGE>


     (j)  GSLM shall designate all persons to be elected to the Board of
          Directors of EECI at closing.

     (k)  No officer, director or controlling shareholder of GSLM shall have a
          criminal record, bankruptcy, SEC censure, disbarment, loss of his/her
          professional license or be under investigation for any of the above.

     (1)  GSLM will immediately engage legal counsel to assist in expediting the
          closing of this transaction.

8.   GSLM agrees to cooperate in providing and explaining information with
     respect to the transaction contemplated herein. The information to be
     provided shall be sufficient to allow EECI to apprise its shareholders of
     the business of GSLM in compliance with the requirements of the Federal
     Securities laws, as applicable.

9.   Prior to closing, GSLM shall provide current year-end audited financial
     statements for its last three fiscal years or since inception (or two years
     or since inception if the company is deemed a Small Business Issuer) , and
     a quarterly statement as of March 31, 2002, which have been prepared in
     accordance with generally accepted accounting principles ("GAAP") and in
     compliance with Regulation S-X as promulgated by the Securities and
     Exchange Commission. The Audited Balance Sheet after closing will show
     total stockholders' equity of at least $2,460,000 in addition to oil and
     gas tenements valued at $28,000,000, as supported in the valuation report
     in Exhibit "B", attached hereto. GSLM shall also provide interim GAAP
     financial statements as required.

10.  As a condition to the Closing, EECI will obtain its shareholders approval
     for the transaction and will change its state of domicile from Utah to
     Nevada.

11.  As soon as practical after the date of execution hereof, EECI with GSLMs'
     prior approval shall notify its shareholders of the proposed transaction.
     Subsequent thereto, no party hereto shall release any information to the
     public or the media concerning this transaction without the consent of all
     other parties. EECI shall submit to GSLM, in advance of release, any
     proposed press release for its reasonable prior approval.

12.  Immediately upon closing of the Exchange Agreement, GSLM will take the
     necessary steps to maintain a bulletin board listing once acquired and use
     its best efforts to move towards a NASDAQ listing.

13.  The parties hereto hereby agree to conduct their business in accordance
     with the ordinary, usual and normal course of business heretofore conducted
     by them. Thus, there may be no material adverse changes in the business of
     any of the companies from the date hereof through the closing of this
     transaction.

14.  EECI hereby represents that it only has two types of authorized capital
     stock, which are its $.001 par value voting common stock, and its Class B
     Redeemable Voting Common Stock having a par value of $.0001. There are
     presently 50,000,000 shares of common stock authorized of which 24,415,068
     shares are presently issued and outstanding of which includes the Class B
     stock. There is a 1999 Stock Option Plan in effect with 3,761,505 options
     outstanding as detailed in attached Exhibit "C". There are no, and at the
     closing there will be no other outstanding: warrants, options, convertible
     securities or similar rights relative to capital stock except those
     referred to herein.

                                       3

<PAGE>


15.  The Parties agree that simultaneous with closing, that EECI will cause to
     be paid a finders fee to Dale C. Barlage of 20,000 post-split shares of
     EECI's stock.

16.  EECI will form a wholly-owned subsidiary whose only asset will be EECI's
     interest in Industria Oklahoma-Nicaragua, S.A. and will distribute the
     shares of this subsidiary to the shareholders of EECI as of July 1, 2002.

17.  GSLM agrees to pay Norman L. Peterson or assigns (Peterson) a fee of
     $200,000.00 and 500,000 options to purchase post-closing EECI shares at
     $10.00 per share for a period of 2 (two) years in exchange for Peterson
     assuming all outstanding liabilities of EECI at closing as outlined on the
     attached Exhibit "A" which is attached hereto and made a part of this
     agreement. Peterson agrees to loan the $200,000.00 received from GSLM to
     the subsidiary referred to in 16 above.

18.  EECI's current officers and directors will assist Peterson in discharging
     his obligation to dispose liabilities and current litigation.

19.  Prior to closing EECI will sell to Peterson all of the outstanding stock in
     Blue Mountain Resources, Inc. and Commonwealth USA, Inc. and rights,
     interests and any and all ownership of EECI's Tennessee Operations and its
     interest in the Bedsole Lease in Texas in exchange for Peterson assuming
     all EECI liabilities as identified on Exhibit "A" attached hereto. It is
     the intention of the Parties that at the time of closing EECI will have no
     assets and no liabilities, except for those assets resulting from the
     merger with GSLM.

20.  EECI has not engaged any brokers or finders with respect to this
     transaction, except as stated in 15 above. If GSLM has or intends to use
     any broker or finder, GSLM agrees to notify EECI in writing and GSLM agrees
     to be responsible for any fees or other expenses of such broker or finder.

21.  All parties hereto agree to take whatever reasonable steps are required to
     facilitate the consummation of the transaction contemplated herein,
     including providing of information regarding the corporate parties hereto.

22.  Upon the signing of this Letter of Intent, EECI and GSLM will provide to
     each other full access to their books and records and will furnish
     financial and operating data and such other information with respect to
     their business and assets as may reasonably be requested from time to time.
     If the proposed transaction is not consummated, all parties shall keep
     confidential and not make use of any information (unless ascertainable from
     public findings or published information) obtained concerning the other's
     operations, assets and business. The Parties understand that GSLM currently
     has outstanding joint venture commitments and is in the process of issuing
     an offering information document (Attached hereto as Exhibit "D") f or the
     purpose of raising operating capital via the Australian public market.

23.  Upon execution of the Letter of Intent, GSLM shall not enter into
     negotiations with any other person or entity for the disposition of its
     outstanding stock or assets or business (or any part thereof) except as
     agreed to herein. GSLM will not directly, or indirectly, through any
     officer, director, agent or otherwise, (i) solicit or initiate, directly or
     indirectly, or encourage submission of inquiries, proposals, or offers from
     any potential buyer relating to the disposition of its assets, securities

                                       4

<PAGE>


     or business (or any part thereof), other than sales in the ordinary course
     of business, or (ii) subject to fiduciary obligations under applicable law
     as advised in writing by counsel, participate in any discussions or
     negotiations regarding or furnish to any other person any information with
     respect to the disposition of such assets, business or any securities (or
     any part thereof), except as agreed to herein.

24.  Upon the execution by you and return to us of this Letter of Intent,
     counsel for EECI and GSLM will prepare an Exchange Agreement, which shall
     contain provisions in accord with this letter together with such further
     appropriate terms and conditions as legal counsel and the parties may
     mutually determine. The Exchange Agreement shall be subject to the approval
     of the respective shareholders and boards of directors of EECI and GSLM.

          If the foregoing accurately reflects our discussions, please execute
and return the undersigned one copy of this letter.

                  ACCEPTED AND AGREED TO JULY 9th, 2002.

EMPIRE ENERGY CORPORATION                   GREAT SOUTH LAND MINERALS Ltd
A Utah Corporation                          A Tasmanian Australia Corporation


By:  /s/                                    By:  /s/
   -------------------------------             --------------------------------
          Norman L. Peterson, CEO                     Malcolm Bendall, Chairman

By:  /s/
   -------------------------------
          Bryan S. Ferguson, President

                                       5

<PAGE>


                   First Amendment to Agreement Dated July 9,
            2002 by and between Empire Energy Corporation (EECI) and
            Great South Land Minerals, Ltd. (GSLM) Providing for the
                 Issuance of EECI Shares to Acquire 100% of the
                           Outstanding Shares of GSLM.


Item #6 on Page 2 of the Agreement is hereby stricken in its entirety and
replaced with a new Item #6, as follows:

          "On the closing date, EECI will have no assets and will have
          liabilities estimated to be US$250,000.00."

Item #7(c) on Page 2 of the Agreement is hereby stricken in its entirety from
the Agreement.

Item #17 on Page 4 of the Agreement is hereby stricken in its entirety and
replaced with a new Item #17, as follows:

          "GSLM agrees to assume any remaining assets and liabilities of
          EECI at closing. It is estimated that there will be no assets
          and that there will be US$250,000.00 in liabilities (See
          Exhibit "A" Revised)

Item #18 on Page 4 of the Agreement is hereby stricken in its entirety from the
Agreement.

Item #19 on Page 4 of the Agreement is hereby stricken in its entirety and
replaced with a new Item #19, as follows:

"Prior to closing, EECI will sell to Peterson all of the outstanding stock in
Blue Mountain Resources, Inc. and Commonwealth USA, Inc. and rights, interests
and any and all ownership of EECI's Tennessee Operations and its interest in the
Bedsole Lease in Texas and EECI will reduce its outstanding liabilities to the
extent possible with these proceeds."

                                  -------------

Accepted and Agreed to this 9th day of December, 2002.

EMPIRE ENERGY CORPORATION                   GREAT SOUTH LAND MINERALS Ltd
A Utah Corporation                          A Tasmanian Australia Corporation


By:  /s/                                    By:  /s/
   -------------------------------             --------------------------------
          Norman L. Peterson, CEO                     Malcolm Bendall, Chairman


                                       6

<PAGE>


                   Second Amendment to Agreement Dated July 9,
            2002 by and between Empire Energy Corporation (EECI) and
               Great South Land Minerals Limited (GSLM) Providing
             for the Issuance of EECI Shares to Acquire 100% of the
                           Outstanding Shares of GSLM.


The entire first amendment dated December 10, 2002 to the Agreement dated July
9, 2002 is hereby cancelled in its entirety.

Clause #1 on Page 1 of the Agreement is to be stricken entirely and replaced by:

               1.   EECI will acquire all of the issued and outstanding common
                    stock of GSLM from the shareholders of GSLM (which will
                    include all existing shareholders) in exchange for
                    58,900,000 shares of the $.00l par value common stock of
                    EECI ("Common Stock") which will be delivered upon the
                    closing of this transaction (the "Closing Date") . You will
                    need to provide us with the names and addresses of the
                    shareholders as soon as possible. This transaction is
                    intended to qualify as a tax-free reorganization under
                    Section 368 of the Internal Revenue Code such that the
                    shares of EECI received by the shareholders of GSLM will be
                    received on a tax-free basis. The shares to be issued by
                    EECI will be "restricted securities" as defined in Rule 144
                    under the Securities Act of 1933, and an appropriate legend
                    will be placed on the certificates representing such shares,
                    and stop transfer orders placed against them.

Clause #3 on Page 2 of the Agreement is to be stricken entirely and replaced by:

               3.   At closing, EECI will be organized so that there will be
                    3,100,000 shares of EECI common stock outstanding. After the
                    closing of this transaction, there will be 62,000,000 total
                    shares outstanding reflected as follows: SHARES

         GSLM SHAREHOLDERS                  58,900,000        Shares     95%
         EECI SHAREHOLDERS                   3,100,000        Shares      5%
         TOTAL                              62,000,000        Shares    100%

Clause #13 on Page 4 of the Agreement is to be stricken entirely and replaced
by:

               13.  The parties hereto hereby agree to conduct their business in
                    accordance with the ordinary, usual and normal course of
                    business heretofore conducted by them. Thus, there may be no
                    material adverse changes in the business of any of the
                    companies from the date hereof through the closing of this
                    transaction. However, this clause does not apply to any
                    dealing of whatever sort by GSLM of and with the coal bed
                    methane rights it has under Special Exploration License, SEL
                    13/98.

                                                                     Page 1 of 2

<PAGE>


Clause #14 on Page 4 of the Agreement is to be stricken entirely and replaced
by:

               14.  EECI hereby represents that it only has two types of
                    authorized capital stock, which are its $.00l par value
                    voting common stock, and its Class B Redeemable Voting
                    Common Stock having par value of $.0001. There are presently
                    50,000,000 shares of common stock authorized of which
                    31,000,000 shares are presently issued and outstanding of
                    which includes the Class B stock. There is a 1999 Stock
                    Option Plan in effect with no more than 3,761,505 options
                    outstanding as detailed in attached Exhibit "C". There are
                    no, and at the closing there will be no other outstanding:
                    warrants, options, convertible securities or similar rights
                    relative to capital stock except those referred to herein.

Clause #17 on Page 4 is stricken in its entirety.


Accepted and Agreed to this 16th Day of October, 2003

Empire Energy Corporation                   Great South Land Minerals Limited
A Utah Corporation                          An Australian Corporation



By:  /s/                                    By:  /s/
   --------------------------               -----------------------------------
          Norman L. Peterson, CEO                     Malcolm Bendall, Chairman

                                                                     Page 2 of 2