Exhibit 10.4


        


        
        AGREEMENT

        AND

        BILL OF SALE


        


        
             THIS AGREEMENT is made and
        entered into and effective this 15th. day of June 2005, by and between
        Blue Star Energy,
        Inc., whose principal address is 5525 Erindale
        Drive Suite 201, Colorado Springs, CO 80918 hereinafter called “Purchaser”
        and Dewey
        L.
        Williams whose
        address is 5700 W. Plano Parkway #1000, Plano, Texas 75093
        “Seller”.

        

             WHEREAS, SELLER owns an interest in certain oil and gas
        properties described in Exhibit “A” attached hereto and made a part hereof
        together with an interest in any wells, well equipment, tank batteries, flow lines,
        machinery, other equipment and supplies, and other related fixtures and personal property
        on said oil and gas properties, together with interests in easements and rights of access
        to said oil and gas properties; and

        

             NOW, THEREFORE, SELLER, for and in consideration of the sum
        of sixty thousand shares of Blue Star Energy,
        Inc. $.001 par value restricted common stock having an
        agreed upon value of six thousand dollars ($6,000.00) or $.10 per share to it paid by
        Purchaser, the receipt, adequacy and sufficiency of which are hereby acknowledged, does
        hereby sell, assign and convey unto Purchaser a two (2%) percent working interest, of its
        right, title and interest in and to the oil and gas properties described in Exhibit
        “A” together with a two (2%) percent working interest of its right, title and
        interest in and to all wells, permits, easements, licenses, servitude, well equipment, tank
        batteries, flow lines, gathering pipelines, inventory, machinery, equipment and supplies,
        and all related fixtures and personal property used or usable in connection with production
        of oil or gas from said oil and gas properties. Seller further acknowledges that he has
        been given access to full and complete information regarding the Company, whose underlying
        shares of common stock Seller is receiving, and has utilized such access to the
        Seller’s satisfaction for the purpose of obtaining such information regarding the
        Company as the Seller has reasonably requested; and, particularly, the Seller has been
        given reasonable opportunity to ask questions of, and receive answers from, representatives
        of the Company concerning the terms and conditions of the exchange of the shares and to
        obtain any additional information, to the extent reasonably available;

        

             The Seller recognizes that the Company has a limited
        operating history and that the shares as an investment involve a high degree of risk,
        including but not limited to the risk of economic losses from operations of the
        Company;


        


        
             The Seller realizes that (i)
        the shares represent a long-term investment; (ii) the holder of the shares must bear the
        economic risk of investment for an indefinite period of time because the shares have not
        been registered under the Securities Act of 1933 or under the securities laws of any state
        and, therefore, the shares cannot be resold unless the shares are subsequently registered
        under said laws or exemptions from such registrations are available; (iii) there is
        presently no public market for the shares and the Seller may be unable to liquidate the
        Seller's investment in the event of an emergency, or pledge the shares as collateral for a
        loan; (iv) the transferability of the shares will be restricted and requires conformity
        with the restrictions contained in the paragraph below; and (v) legends will be placed on
        the certificate(s) representing the shares referring to the applicable restrictions on
        transferability; and


        
         

        
        

        

        
         


        


        
        The Seller acknowledges that the shares have not been
        registered under the Securities Act of 1933 or applicable state securities laws and that
        the shares are being exchanged pursuant to exemptions from such laws and that the
        purchaser’s or Company's reliance upon such exemptions is predicated in part on the
        Seller’s representations as contained herein. The Seller represents and warrants that
        the shares are being acquired for the account of the Seller for investment purposes only
        and without the intention of reselling or redistributing the same, that the Seller has made
        no agreement with others regarding any of the shares, and that the Seller's financial
        condition is such that it is not likely that it will be necessary to dispose of any of such
        securities in the foreseeable future. The Seller is aware that, in the view of the
        Securities and Exchange Commission, an acquisition of shares with an intent to resell by
        reason of any foreseeable specific contingency or anticipated change in market value, or
        any change in the condition of the Company, or in connection with a contemplated
        liquidation or settlement of any loan obtained for the acquisition of such securities and
        for which such securities were pledged, would represent an intent inconsistent with the
        representations set forth above. The Seller further represents and agrees that if, contrary
        to the foregoing intentions, the Seller should later desire to dispose of or transfer any
        of such securities in any manner, the Seller shall not do so without first obtaining (i)
        the opinion of counsel to the Company that such proposed disposition or transfer may be
        lawfully made without the registration of such securities pursuant to the Securities Act of
        1933, as then amended, and applicable state securities laws, or (ii) such registration (it
        being understood that the Company has no obligation to register any securities).


        


        


        
        THIS BILL OF SALE IS MADE WITHOUT WARRANTIES, EXPRESSED OR
        IMPLIED IN FACT OR IN LAW, WHETHER OF TITLE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
        PURPOSE, CONDITION OR SAFETY OF THE PROPERTY, COMPLIANCE WITH REGULATORY AND ENVIRONMENTAL
        REQUIREMENTS OR OTHERWISE.


        
         


        
        PURCHASER HEREBY AGREES THAT IT HAS INSPECTED THE LEASES AND
        ASSOCIATED AGREEMENTS, WELLS, PERSONAL PROPERTY AND EQUIPMENT CONVEYED HEREIN AND THAT IT
        ACCEPTS THE SAME “AS IS AND WITH ALL FAULTS”. 

        



        
        Purchaser hereby agrees to assume its proportionate
        responsibility for said wells, the casing and leasehold equipment in and on said wells, and
        all other personal property used in or in connection therewith from and after the effective
        date of this Bill of Sale, and Purchaser agrees to protect, defend, indemnify and hold
        Seller and its employees free and harmless from and against any and all costs, expenses,
        claims, demands and causes of action of every kind and character arising out of, incident
        to, or in connection with the leases, land, wells, casing, leasehold equipment, and other
        personal property hereby conveyed, or Purchaser’s or other parties; operations on
        said leases and said land, arising and occurring on or after the effective date of this
        Assignment and Bill of Sale. Seller agrees to fully indemnify and hold Purchaser harmless
        from any and all such claims or causes of action based upon some alleged act or omission of
        Seller or its employees arising or occurring prior to the effective date of this Bill of
        Sale.


        
         

        
        

        

        
         


        


        


        
             THIS BILL OF SALE is to be
        treated as an occasional sale, and no sales tax is being collected from Purchaser. If,
        however, this transaction is later deemed to be other than an occasional sale, Purchaser
        agrees to be solely responsible for any and all sales taxes due on equipment, material and
        property hereby sold, and Purchaser shall remit such sales taxes to the proper taxing
        authority.

        

             ALL TAXES, including but not limited to ad valorem, property,
        severance and windfall profit taxes are paid on the property as of the last sale. It shall
        be the responsibility of Purchaser to pay its proportional share of all taxes accruing
        after the effective date of sale.

        

             PURCHASER agrees to perform all operations in compliance with
        applicable Local, State and Federal laws, rules and regulations, and to observe and perform
        all of the lease terms and provisions, express and implied, applicable to Purchaser’s
        interest in the sale premises. The parties hereto agree to execute such additional
        documents or instruments as necessary to transfer Purchaser’s two (2%) percent
        interest in any State, Federal, or Indian oil and gas properties sold herein to
        Purchaser.

        

             THIS BILL OF SALE shall be binding upon and inure to the
        benefit of the heirs, successors, personal representatives and assigns of the respective
        parties hereto.


        


        
        Executed this 15th day
        of June, 2005. 

         

          


        	
                	
                
	WITNESS:

                                                


                  

                 /s/ Bill M. Conrad    

                

                

                

                 WITNESS:

                                                


                

                 /s/ Bill M. Conrad   

                
                                                
                	SELLER:

                Dewey L. Williams

                

                /s/ Dewey L. Williams       

                 Dewey L. Williams

                

                

                PURCHASER:

                Blue Star Energy, Inc.

                

                /s/ Raymond E. McElhaney     

                 Raymond E. McElhaney, President 


        


        
         


        
         


        
         


        
         


        
         


        
         


        
         


        
         


        
         


        
         


        
        

        

        
        

        

        

        


        

        

        
        EXHIBIT “A”


        


        
        ATTACHED TO AND MADE A PART OF THAT BILL OF SALE AND
        CONVEYANCE FROM DEWEY WILLIAMS EFFECTIVE JUNE 15, 2005


        


        


        	
                	
                    
                    1.     

                	
                    
                    It is Seller’s intent to convey two (2%)
                    percent of its working interest subject to their burdens, of its right, title
                    and interest in and to the Oil and Gas Leases and/or mineral interests as
                    described below.

                


        

        

        


        


        
        LAND DESCRIPTION:


        
                  
        #1
        Stroh Well


        
                  SW/4
        of Section 35-T3N-R57W


        
                  Morgan
        County, Colorado


        
                  Containing
        160 acres, more or less

                  

                   Subject to terms and
        conditions of all prior assignments

         


        


        
         


        
         


        
         


        
        END OF EXHIBIT “A”