Filed by Automated Filing Services Inc. (604) 609-0244 - Southern Star Energy Inc. - Exhibit 10.9






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

PRIVATE PLACEMENT SUBSCRIPTION 
(Non U.S. Subscribers
Only) 

	TO: 	SOUTHERN STAR ENERGY INC. (the
      “Company”) 
	  	307 – 1178 Hamilton Street 
	  	Vancouver, BC V6B 2S2 


Purchase of Convertible Debenture 

1.     
SUBSCRIPTION 

1.1      On the basis
of the representations and warranties and subject to the terms and conditions
set forth herein, the undersigned (the "Subscriber") hereby irrevocably
subscribes for and agrees to purchase a convertible debenture, in the form
attached hereto as Exhibit A (the "Debenture") for an aggregate purchase price
of US$1,300,000 (the "Subscription Proceeds") (the subscription and agreement to
purchase being the "Subscription").

1.2      The
Debenture is convertible, together with accrued interest thereon, into shares of
the Company’s common stock (the "Conversion Shares") as provided for in the
Debenture. The Debenture and the Conversion Shares are collectively referred to
as the "Securities". 

1.3      On the basis
of the representations and warranties and subject to the terms and conditions
set forth herein, the Company hereby irrevocably agrees to sell the Debenture to
the Subscriber. 

1.4      Subject to
the terms hereof, the Subscription will be effective upon its acceptance by the
Company. 

2.     
PAYMENT 

2.1      The
Subscription Proceeds must accompany this Subscription and shall be paid by
certified cheque or bank draft drawn on a Canadian chartered bank, and made
payable and delivered to the Company. Alternatively, the Subscription Proceeds
may be wired to the Company or its lawyers pursuant to wiring instructions that
will be provided to the Subscriber upon request. If the funds are wired to the
Company’s lawyers, those lawyers are authorized to immediately deliver the funds
to the Company. 

2.2      The
Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company. In the 




2

event that this Subscription Agreement is not accepted by the
Company for whatever reason, which the Company expressly reserves the right to
do, within 30 days of the delivery of an executed Subscription Agreement by the
Subscriber, this Subscription Agreement, the Subscription Proceeds (without
interest thereon) and any other documents delivered in connection herewith will
be returned to the Subscriber at the address of the Subscriber as set forth in
this Subscription Agreement. 

2.3      Where the
Subscription Proceeds are paid to the Company, the Company is entitled to treat
such Subscription Proceeds as an interest free loan to the Company until such
time as the Subscription is accepted and the certificates representing the
Securities have been issued to the Subscriber. 

3.      DOCUMENTS
REQUIRED FROM SUBSCRIBER 

3.1      The
Subscriber must complete, sign and return to the Company the following
documents: 

	 	(a) 	
      two (2) executed copies of this Subscription Agreement;
      and

	 	 	 
	 	(b) 	
      the Questionnaire attached hereto as Exhibit B (the
      "Questionnaire").



3.2      The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any additional documents, questionnaires, notices and
undertakings as may be required by any regulatory authorities and applicable
law. 

4.     
CLOSING 

4.1      Closing of
the purchase and sale of the Securities shall occur on or before December 1,
2007, or on such other date as may be determined by the Company in its sole
discretion (the "Closing Date").

5.     
ACKNOWLEDGEMENTS OF SUBSCRIBER 

5.1      The
Subscriber acknowledges and agrees that: 

	 	(a) 	
      the Securities have not been registered under the
      Securities Act of 1933, as amended (the "1933 Act"), or under any state
      securities or "blue sky" laws of any state of the United States, and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to U.S. Persons (as defined
      herein), except pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act, and in each
      case only in accordance with applicable state and provincial securities
      laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided in National
      Instrument 45-106 ("NI 45-106") adopted by the British Columbia Securities
      Commission (the "BCSC");

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities agreed to be purchased hereunder has not been
      based upon any oral or written representation as to fact or otherwise made
      by or on behalf of the Company and such decision is based solely upon a
      review of publicly available information regarding the Company available
      on the website of the United







3

	 		
      States Securities and Exchange Commission (the "SEC")
      available at www.sec.gov (the "Company Information").

	 	 	 	 
	 	(e) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;

	 	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber's attorney and/or advisor(s);

	 	 	 	 
	 	(g) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Securities pursuant to this Subscription Agreement;

	 	 	 	 
	 	(h) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and the Questionnaire and the Subscriber
      will hold harmless the Company from any loss or damage it may suffer as a
      result of the Subscriber's failure to correctly complete this Subscription
      Agreement and the Questionnaire;

	 	 	 	 
	 	(i) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any acknowledgment,
      representation or warranty of the Subscriber contained herein, the
      Questionnaire or in any other document furnished by the Subscriber to the
      Company in connection herewith, being untrue in any material respect or
      any breach or failure by the Subscriber to comply with any covenant or
      agreement made by the Subscriber to the Company in connection
      therewith;

	 	 	 	 
	 	(j) 	
      the issuance and sale of the Securities to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 	 
	 	(k) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to the
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(l) 	
      the Subscriber has not acquired the Securities as a
      result of, and will not itself engage in, any "directed selling efforts"
      (as defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Securities; provided, however, that the Subscriber
      may sell or otherwise dispose of any of the Securities pursuant to
      registration of any of the Securities pursuant







4

	 		
      to the 1933 Act and any applicable state securities laws
      or under an exemption from such registration requirements and as otherwise
      provided herein;

	 	 	 
	 	(m) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Securities as principal for its own account, for investment purposes only,
      and not with a view to, or for, resale, distribution or fractionalization
      thereof, in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Securities;

	 	 	 
	 	(n) 	
      none of the Securities may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the expiration of a period of one year
      after the date of original issuance of the Securities;

	 	 	 
	 	(o) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act;

	 	 	 
	 	(p) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Securities through a person registered
      to sell securities under the Securities Act (British Columbia) (the
      “BC Act”) and, as a consequence of acquiring the Securities pursuant to
      this exemption, certain protections, rights and remedies provided by the
      BC Act, including statutory rights of rescission or damages, will not be
      available to the Subscriber;

	 	 	 
	 	(q) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of the Company's common
      stock on the OTC Bulletin Board;

	 	 	 
	 	(r) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities;

	 	 	 
	 	(s) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(t) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(u) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      subscription for any reason.



6.     
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER 

6.1      The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing Date)
that: 

	 	(a) 	
      the Subscriber is not a U.S. Person (as defined
      herein);

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person (as defined
      herein);

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out on
      page 11 of this Subscription Agreement;

	 	 	 
	 	(d) 	
      the Subscriber:







5

	 	(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Securities,

	 	 	 	 
	 	(ii) 	
      is purchasing the Securities pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Securities under the applicable securities laws of the securities
      regulators in the International Jurisdiction without the need to rely on
      any exemptions,

	 	 	 	 
	 	(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of the
      Securities, and

	 	 	 	 
	 	(iv) 	
      represents and warrants that the acquisition of the
      Securities by the Subscriber does not trigger:

	 	 	 	 
	 		A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 	 
	 		B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and



the Subscriber will, if requested by
the Company, deliver to the Company a certificate or opinion of local counsel
from the International Jurisdiction which will confirm the matters referred to
in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company,
acting reasonably; 

	 	(e) 	
      the Subscriber is acquiring the Securities as principal
      for investment only and not with a view to, or for, resale, distribution
      or fractionalization thereof, in whole or in part, and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons (as defined
    herein);

	 	 	 
	 	(f) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;

	 	 	 
	 	(g) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 
	 	(h) 	
      the Subscriber acknowledges that it has not acquired the
      Securities as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(i) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and







6

	 		
      all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Subscription Agreement on behalf of the Subscriber;

	 	 	 
	 	(j) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if applicable, the
      constating documents of, the Subscriber, or of any agreement, written or
      oral, to which the Subscriber may be a party or by which the Subscriber is
      or may be bound;

	 	 	 
	 	(k) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(l) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(m) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(n) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the Company, and
      the Subscriber is providing evidence of knowledge and experience in these
      matters through the information requested in the Questionnaire;

	 	 	 
	 	(o) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Subscription Agreement and the Questionnaire, and agrees that if any of
      such acknowledgements, representations and agreements are no longer
      accurate or have been breached, the Subscriber shall promptly notify the
      Company;

	 	 	 
	 	(p) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(q) 	
      the Subscriber is purchasing the Securities for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such
      Securities, and the Subscriber has not subdivided his interest in the
      Securities with any other person;

	 	 	 
	 	(r) 	
      the Subscriber is not an underwriter of, or dealer in,
      the shares of the Company's common stock, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Securities;

	 	 	 
	 	(s) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Securities and the
  Company;

	 	 	 
	 	(t) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the Subscriber has
      sole investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 
	 	(u) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Securities as a result of any
      form of general solicitation or general advertising including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine







7

	 		
      or similar media or broadcast over radio or television,
      or any seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

	 	 	 	 
	 	(v) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the shares of the
      Company's common stock on the OTC Bulletin Board; and

	 	 	 	 
	 	(w) 	
      the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber's Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription Agreement:

	 	 	 	 
	 		(i) 	
      a fully completed and executed Questionnaire in the form
      attached hereto as Schedule B, and

	 	 	 	 
	 		(ii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber's qualification
      as a qualified investor.



6.2      In this
Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed
thereto in Regulation S promulgated under the 1933 Act and for the purpose of
the Subscription Agreement includes any person in the United States. 

7.     
ACKNOWLEDGEMENT AND WAIVER 

7.1      The
Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the Company Information. The Subscriber hereby waives, to the
fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Securities. 

8.     
REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE
COMPANY 

8.1      The
Subscriber acknowledges that the acknowledgements, representations and
warranties contained herein and in the Questionnaire are made by it with the
intention that they may be relied upon by the Company and its legal counsel in
determining the Subscriber's eligibility to purchase the Securities under
applicable securities legislation, or (if applicable) the eligibility of others
on whose behalf it is contracting hereunder to purchase the Securities under
applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Securities, it will be
representing and warranting that the acknowledgements representations and
warranties contained herein and in the Questionnaire are true and correct as of
the date hereof and will continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber of such Securities. 

9.      RESALE
RESTRICTIONS 

9.1      The
Subscriber acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber 




8

acknowledges that the Securities have not been registered under
the 1933 Act or the securities laws of any state of the United States. The
Securities may not be offered or sold in the United States unless registered in
accordance with federal securities laws and all applicable state securities laws
or exemptions from such registration requirements are available. 

10.      BRITISH
COLUMBIA RESALE RESTRICTION 

10.1      The
Subscriber acknowledges that the Securities are subject to resale restrictions
in British Columbia and may not be traded in British Columbia except as
permitted by the BC Act and the rules made thereunder. 

10.2      Pursuant to
Multilateral Instrument 45-102, as adopted by the BCSC, a subsequent trade in
the Securities will be a distribution subject to the prospectus and registration
requirements of applicable Canadian securities legislation (including the BC
Act) unless certain conditions are met, which conditions include a hold period
(the "Canadian Hold Period") that shall have elapsed from the date on which the
Securities were issued to the Subscriber and, during the currency of the
Canadian Hold Period, any certificate representing the Securities is to be
imprinted with a restrictive legend (the "Canadian Legend"). 

10.3      By
executing and delivering this Subscription Agreement, the Subscriber will have
directed the Company not to include the Canadian Legend on any certificates
representing the Securities to be issued to the Subscriber. 

10.4      As a
consequence, the Subscriber will not be able to rely on the resale provisions of
Multilateral Instrument 45-102, and any subsequent trade in any of the
Securities during or after the Canadian Hold Period will be a distribution
subject to the prospectus and registration requirements of Canadian securities
legislation, to the extent that the trade is at that time subject to any such
Canadian securities legislation. 

11.      LEGENDING
AND REGISTRATION OF SUBJECT SECURITIES 

11.1      The
Subscriber hereby acknowledges that upon the issuance thereof, and until such
time as the same is no longer required under the applicable securities laws and
regulations, the certificates representing any of the Securities will bear a
legend in substantially the following form: 

		
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
      OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE "1933 ACT"). 
	
	 	
       
	 
		
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS
      DEFINED BY REGULATION S UNDER THE 1933 ACT. 
	






9

11.2      The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement. 

12.     
COLLECTION OF PERSONAL INFORMATION 

12.1      The
Subscriber acknowledges and consents to the fact that the Company is collecting
the Subscriber's personal information for the purpose of fulfilling this
Subscription Agreement and completing the Offering. The Subscriber's personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) may be disclosed by the Company
to (a) stock exchanges or securities regulatory authorities, (b) the Company's
registrar and transfer agent, (c) Canadian tax authorities, (d) authorities
pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) and (e) any of the other parties involved in the Offering,
including legal counsel, and may be included in record books in connection with
the Offering. By executing this Subscription Agreement, the Subscriber is deemed
to be consenting to the foregoing collection, use and disclosure of the
Subscriber's personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) and to the
retention of such personal information for as long as permitted or required by
law or business practice. Notwithstanding that the Subscriber may be purchasing
Securities as agent on behalf of an undisclosed principal, the Subscriber agrees
to provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing. 

13.     
COSTS 

13.1      The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Securities shall be borne by
the Subscriber. 

14.      GOVERNING
LAW 

14.1      This
Subscription Agreement is exclusively governed by the laws of the Province of
British Columbia and the federal laws of Canada applicable thereto. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorns to the
exclusive jurisdiction of the Courts of the Province of British Columbia. 

15.     
SURVIVAL 

15.1      This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant hereto.


16.     
ASSIGNMENT 

16.1      This
Subscription Agreement is not transferable or assignable. 

17.     
SEVERABILITY 

17.1      The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement. 

18.      ENTIRE
AGREEMENT 

18.1      Except as
expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Securities and there are no other terms, conditions,





10

representations or warranties, whether expressed, implied, oral
or written, by statute or common law, by the Company or by anyone else. 

19.     
NOTICES 

19.1      All notices
and other communications hereunder shall be in writing and shall be deemed to
have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 11 and notices to the Company shall be directed to it at the first page of
this Subscription Agreement. 

20.     
COUNTERPARTS AND ELECTRONIC MEANS 

20.1      This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of
this Subscription Agreement by electronic facsimile transmission or other means
of electronic communication capable of producing a printed copy will be deemed
to be execution and delivery of this Subscription Agreement as of the date
hereinafter set forth. 

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date hereinafter set forth. 

DELIVERY AND REGISTRATION INSTRUCTIONS


	1. 	Delivery - please deliver the Share
      certificates to: 
	 	 
	 	 
	 	 
	  	  
	2. 	Registration - registration of the certificates
      which are to be delivered at closing should be made as follows: 
	 	 
	  	(name) 
	 	 
	  	(address) 






11

	3. 	
      The undersigned hereby acknowledges that he or she will
      deliver to the Company all such additional completed forms in respect of
      the Subscriber's purchase of the Securities as may be required for filing
      with the appropriate securities commissions and regulatory
    authorities.




	 	Gobbet Asset Management, Inc. 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	/s/
      Signed 
	 	(Signature and, if applicable, Office) 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	(City, State and Zip Code of Subscriber) 
	 	 
	 	(Country of Subscriber)







12

A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Securities is hereby accepted by SOUTHERN STAR ENERGY INC. 

DATED at Vancouver, the 18th day of September, 2007. 

SOUTHERN STAR ENERGY INC. 

	Per: 	/s/ Eric Boehnke 	 
	  	Authorized Signatory 	 






EXHIBIT A 

FORM OF CONVERTIBLE DEBENTURE 





THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE
  TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON PURSUANT TO REGULATION S UNDER
  THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
  NEITHER THE SECURITIES REPRESENTED BY THIS DEBENTURE NOR THE SECURITIES ISSUABLE
  UPON CONVERSION OF THIS DEBENTURE HAVE BEEN REGISTERED UNDER THE SECURITIES
  ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
  OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN)
  OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
  UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
  THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
  NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH
  CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
  COMPLIANCE WITH THE SECURITIES ACT. “UNITED STATES” AND “U.S.
  PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. 

	NO. 2 	US$1,300,000 


SOUTHERN STAR ENERGY INC. 

10% CONVERTIBLE DEBENTURE 

	Section 1. 	General. 


     FOR VALUE RECEIVED, Southern Star
  Energy Inc., a Nevada corporation (the “Company”), hereby promises
  to pay to the order of Gobbet Asset Management, Inc., or its registered assigns
  (the “Purchaser”), the principal sum of ONE MILLION THREE HUNDRED
  THOUSAND UNITED STATES DOLLARS (US$1,300,000), or such lesser amount as shall
  then equal the outstanding principal amount hereof, together with interest thereon
  at a rate equal to 10% (the “Interest Rate”) per annum, simple
  interest computed on the basis of the actual number of days elapsed and a year
  of 360 days comprised of twelve 30 day months. Unless earlier converted in accordance
  with Section 4, all unpaid principal, together with any then unpaid and accrued
  interest and other amounts payable hereunder, shall be payable on demand following
  the earlier of (i) September 18, 2009 (the “Maturity Date”)
  or (ii) when such amounts become due and payable as a result of, and following,
  an Event of Default in accordance with Section 2. The Company may repay all
  but not less than all of the principle amount, or principle amount remaining,
  of this Debenture, together with all accrued interest thereon, with thirty (30)
  days written notice received by the Purchaser (the “Repayment Notice”).
  Upon receipt of the Repayment Notice, the Purchaser shall have ten (10) days
  to convert all but not less than all the principle amount, or principle amount
  remaining, of this Debenture, together with all accrued interest thereon, by
  delivering the Conversion Notice (as hereinafter defined), to the Company. Upon
  expiration of ten (10) days following receipt of the Repayment Notice, the Purchaser
  shall lose all right to convert the principle amount, or principle amount remaining,
  of this Debenture, together with all accrued interest thereon. Except as otherwise
  provided herein, all payments required to be made hereunder, if any, shall be
  made in such coin or currency of the United 

1





States as at the time of payment shall be legal tender therein
  for the payment of public and private debts. Interest shall accrue on the unpaid
  balance of the principal amount of this Debenture (without any compounding)
  from and including the date hereof to, but excluding, the date on which the
  principal amount of this Debenture is paid in full (or converted in accordance
  with Section 4 hereof) and shall be payable on the Maturity Date, unless (i)
  the Company repays the principle amount, plus any accrued interest, prior to
  the Maturity Date or (ii) the Purchaser converts the principle amount, plus
  any accrued interest, prior to the Maturity Date. The payment of interest on
  the Maturity Date shall be payable in Shares valued at the Conversion Price
  each as defined in, and in accordance with, Section 4(a) hereof. No fractional
  Shares shall be issued upon payment of interest under this Debenture. Upon payment
  of interest of this Debenture at the Maturity Date or when such interest becomes
  due and payable as a result of, and following, an Event of Default in accordance
  with Section 2 hereof, the Company shall pay to the Purchaser the amount of
  interest that is not paid by the issuance of the Shares in lieu of the Company
  issuing any fractional Shares to the Purchaser. 

	Section 2. 	Defaults. 


     The occurrence of any of the following
  shall constitute an “Event of Default” under this Debenture:


     (a) the Company shall fail to pay
  (i) when due any principal or interest payment hereof on the due date hereunder
  or (ii) any other payment required under the terms of this Debenture on the
  date due;

     (b) the Company shall fail to observe
  or perform any other covenant, obligation, condition or agreement contained
  in this Debenture and such failure shall continue for ten (10) days after written
  notice thereof is delivered to the Company; 

     (c) any representation, warranty,
  certificate, or other statement (financial or otherwise) made or furnished by
  or on behalf of the Company to the Purchaser in writing in connection with this
  Debenture shall be false, incorrect, incomplete or misleading in any material
  respect when made or furnished; 

     (d) the Company shall (i) apply
  for or consent to the appointment of a receiver, trustee, liquidator or custodian
  of itself or of all or a substantial part of its property, (ii) be unable, or
  admit in writing its inability, to pay its debts generally as they mature, (iii)
  make a general assignment for the benefit of its or any of its creditors, (iv)
  be dissolved or liquidated in full or in part, (v) commence a voluntary case
  or other proceeding seeking liquidation, reorganization or other relief with
  respect to itself or its debts under any bankruptcy, insolvency or other similar
  law now or hereafter in effect or consent to any such relief or to the appointment
  of or taking possession of its property by any official in an involuntary case
  or other proceeding commenced against it, or (vi) take any action for the purpose
  of effecting any of the foregoing; or 

     (e) proceedings for the appointment
  of a receiver, trustee, liquidator or custodian of the Company or of all or
  a substantial part of the property thereof, or an involuntary case or other
  proceedings seeking liquidation, reorganization or other relief with respect
  to the Company or the debts thereof under any bankruptcy, insolvency or other
  similar law now or hereafter in effect shall be commenced and an order for relief
  entered or such proceeding shall not be dismissed or discharged within thirty
  (30) days of commencement. 

2






	Section 3. 	Rights Of Purchaser Upon Default. 


     Upon the occurrence or existence
  of any Event of Default and following the expiry of any applicable grace periods
  (other than an Event of Default referred to in Section 2(e) hereof) and at any
  time thereafter during the continuance of such Event of Default, the Purchaser
  may, by written notice to the Company, declare all outstanding amounts payable
  by the Company hereunder to be immediately due and payable without presentment,
  demand, protest or any other notice of any kind, all of which are hereby expressly
  waived, anything contained herein to the contrary notwithstanding. Upon the
  occurrence or existence of any Event of Default described in Section 2(e) hereof,
  immediately and without notice, all outstanding amounts payable by the Company
  hereunder shall automatically become immediately due and payable, without presentment,
  demand, protest or any other notice of any kind, all of which are hereby expressly
  waived, anything contained herein to the contrary notwithstanding. In addition
  to the foregoing remedies, upon the occurrence or existence of any Event of
  Default, the Purchaser may exercise any other right, power or remedy permitted
  to it by law, either by suit in equity or by action at law, or both. 

	Section 4. 	Conversion. 


     (a) Purchaser Conversion.
  At any time, and from time to time, the Purchaser may, at its sole and exclusive
  option by delivering to the Company a conversion notice in the form attached
  hereto as Annex A (the “Conversion Notice”), convert
  all or any part of the principal (plus accrued but unpaid interest thereon)
  outstanding under this Debenture into shares of common stock in the capital
  of the Company (the “Shares”) at a conversion price per Share
  equal to US$0.50 (the “Conversion Price”). Each Share converted
  under this Debenture will be issued as fully paid and non-assessable. The Conversion
  Price shall be subject to adjustment as provided in Section 5 hereof. The Purchaser
  shall convert a minimum of US$10,000 of principal for any conversion pursuant
  to this Section 4(a). 

     (b) Mechanics and Effect of
  Conversion. No fractional Shares shall be issued upon conversion of this
  Debenture. Upon the conversion of the entire principal outstanding under this
  Debenture (and any accrued interest thereon), in lieu of the Company issuing
  any fractional Shares to the Purchaser, the Company shall pay to the Purchaser
  the amount of outstanding principal (and any accrued interest thereon) that
  is not so converted. The Purchaser shall not be required to deliver the original
  Debenture in order to effect a conversion thereunder. Execution and delivery
  of the Conversion Notice shall have the same effect as cancellation of the original
  Debenture and issuance of a new Debenture representing the remaining outstanding
  principal amount. Upon surrender of this Debenture following one or more partial
  conversions, the Company shall promptly deliver to the Purchaser a new Debenture
  representing the remaining outstanding principal amount. At its expense, the
  Company shall, as soon as practicable but in no event more than ten (10) business
  days after conversion of this Debenture pursuant to Section 4, issue and deliver
  to the Purchaser at such principal office a certificate or certificates for
  the number of Shares to which the Purchaser shall be entitled upon such conversion
  (bearing such legends as are required by applicable state and federal securities
  laws in the opinion of counsel to the Company), together with any other securities
  and property to which the Purchaser is entitled upon such conversion under the
  terms of this Debenture. 

     (c) Payment Of Expenses And
  Taxes On Conversion. The Company shall pay all expenses, taxes and other
  charges payable in connection with the preparation, execution, 

3





issuance and delivery of stock certificates and new debentures
  pursuant to this Section 4, except that, in the event such stock certificates
  or new debentures shall be registered in a name or names other than the name
  of the holder of this Debenture, funds sufficient to pay all stock transfer
  fees, which shall be payable upon the execution and delivery of such stock certificate
  or certificates or new debentures, shall be paid by the holder thereof to the
  Company at the time of delivering this Debenture to the Company upon conversion.


	Section 5. 	Conversion Price Adjustments. 


     (a) Adjustment For Stock Splits
  And Combinations. If the Company shall at any time or from time to time
  after the date of original issuance of this Debenture (the “Date of
  Original Issue”) effect a subdivision or reverse stock split of
  the outstanding Common Stock, the Conversion Price in effect immediately before
  a subdivision shall be proportionately decreased, and, conversely, the Conversion
  Price in effect immediately before a reverse stock split shall be proportionately
  increased. Any adjustment under this Section 5(a) shall become effective at
  the close of business on the date the subdivision or reverse stock split becomes
  effective. 

     (b) Adjustment For Common Stock
  Dividends And Distributions. If the Company at any time or from time to
  time after the Date of Original Issue issues, or fixes a record date for the
  determination of holders of common stock entitled to receive, a dividend or
  other distribution payable solely in additional shares of common stock, the
  Conversion Price that is then in effect shall be decreased as of the time of
  such issuance or, in the event such record date is fixed, as of the close of
  business on such record date, by multiplying the Conversion Price by a fraction
  (i) the numerator of which is the total number of shares of common stock issued
  and outstanding immediately prior to the time of such issuance or the close
  of business on such record date, and (ii) the denominator of which is the sum
  of the total number of shares of common stock issued and outstanding immediately
  prior to the time of such issuance or the close of business on such record date
  plus the number of shares of common stock issuable in payment of such dividend
  or distribution; provided, however, that if such record date is fixed and such
  dividend is not fully paid or if such distribution is not fully made on the
  date fixed therefor, the Conversion Price shall be recomputed accordingly as
  of the close of business on such record date and thereafter the Conversion Price
  shall be adjusted pursuant to this Section 5(b) to reflect the actual payment
  of such dividend or distribution. 

     (c) Adjustments For Other Dividends
  And Distributions. If the Company at any time or from time to time after
  the Date of Original Issue issues, or fixes a record date for the determination
  of holders of common stock entitled to receive, a dividend or other distribution
  payable in securities of the Company other than shares of common stock or in
  other property, in each such event provision shall be made so that the Purchaser
  shall receive upon conversion hereof, in addition to the number of shares of
  common stock receivable hereupon, the amount of securities of the Company or
  other property which such Purchaser would have received had this Debenture been
  converted into common stock on the date of such event and had it thereafter,
  during the period from the date of such event to and including the conversion
  date, retained such securities or other property receivable by it as aforesaid
  during such period, subject to all other adjustments called for during such
  period under this Section 5 with respect to the rights of the Purchaser or with
  respect to such other securities or other property by their terms. As used herein,
  the term “other property” does not include cash. 

4





     (d) Adjustment For Reclassification,
  Exchange And Substitution. If at any time or from time to time after the
  Date of Original Issue, the common stock issuable upon the conversion of this
  Debenture is changed into the same or a different number of shares of any class
  or series of stock, whether by recapitalization, reclassification or otherwise
  (other than a subdivision or reverse stock split or stock dividend or a reorganization,
  merger, consolidation or sale of assets provided for elsewhere in this Section
  5), then in any such event the Purchaser shall have the right thereafter to
  convert this Debenture into the kind and amount of stock and other securities
  and property receivable upon such recapitalization, reclassification or other
  change by holders of the number of shares of common stock into which this Debenture
  could have been converted immediately prior to such recapitalization, reclassification
  or change, all subject to further adjustment as provided herein or with respect
  to such other securities or property by the terms thereof. 

     (e) Certificate Of Adjustment.
  In each case of an adjustment or readjustment of the Conversion Price for the
  number of shares of common stock or other securities issuable upon conversion
  of this Debenture, the Company, at its own expense, shall cause its Secretary
  or Treasurer to compute such adjustment or readjustment in accordance with the
  provisions hereof and prepare a certificate showing such adjustment or readjustment,
  and shall mail such certificate, by first class mail, postage prepaid, to the
  Purchaser at the Purchaser’s address as shown in the Company’s books.
  The certificate shall set forth such adjustment or readjustment, showing in
  detail the facts upon which such adjustment or readjustment is based. No adjustment
  in the Conversion Price shall be required to be made unless it would result
  in an increase or decrease of at least one cent, but any adjustments not made
  because of this sentence shall be carried forward and taken into account in
  any subsequent adjustment otherwise required hereunder. 

     (f) Notices Of Record Date.
  Upon (i) the establishment by the Company of a record of the holders of any
  class of securities for the purpose of determining the holders thereof who are
  entitled to receive any dividend or other distribution, or (ii) any capital
  reorganization of the Company, any reclassification or recapitalization of the
  capital stock of the Company, any merger or consolidation of the Company with
  or into any other Company, or any transfer of all or substantially all the assets
  of the Company to any other person or any voluntary or involuntary dissolution,
  liquidation or winding up of the Company, the Company shall mail to the Purchaser
  at least 20 days prior to the record date specified therein a notice specifying
  (A) the date on which any such record is to be taken for the purpose of such
  dividend or distribution and a description of such dividend or distribution,
  (B) the date on which any such reorganization, reclassification, transfer, consolidation,
  merger, dissolution, liquidation or winding up is expected to become effective,
  and (C) the date, if any, that is to be fixed as to when the holders of record
  of common stock (or other securities), shall be entitled to exchange their shares
  of common stock (or other securities), for securities or other property deliverable
  upon such reorganization, reclassification transfer, consolidation, merger,
  dissolution, liquidation or winding up. 

	Section 6. 	Exchange or Replacement of Debentures. 


     (a) The Purchaser may, at its option,
  in person or by duly authorized attorney, surrender this Debenture for exchange,
  at the principal business office of the Company, and receive in exchange therefore,
  a new Debenture in the same principal amount as the unpaid principal amount
  of this Debenture and bearing interest at the same annual rate as this Debenture,


5





each such new Debenture to be dated as of the date of this Debenture
  and to be in such principal amount as remains unpaid and payable to such person
  or persons, or order, as the Purchaser may designate in writing; provided that
  any such transfer of this Debenture complies with all applicable securities
  laws. 

     (b) Upon receipt by the Company
  of evidence satisfactory to it of the loss, theft, destruction, or mutilation
  of this Debenture and (in the case of loss, theft or destruction) of an indemnity
  reasonably satisfactory to it, and upon surrender and cancellation of this Debenture,
  if mutilated, the Company will deliver a new Debenture of like tenor in lieu
  of this Debenture. Any Debenture delivered in accordance with the provisions
  of this Section 6 shall be dated as of the date of this Debenture. 

	Section 7. 	Attorneys’ and Collection Fees. 


     Should the indebtedness evidenced
  by this Debenture or any part hereof be collected at law or in equity or in
  bankruptcy, receivership or other court proceedings, the Company agrees to pay,
  in addition to the principal and interest due and payable hereon, all costs
  of collection, including reasonable attorneys’ fees and expenses, incurred
  by the Purchaser in collecting or enforcing this Debenture. 

	Section 8. 	Waivers. 


     The Company hereby waives presentment,
  demand for payment, notice of dishonor, notice of protest and all other notices
  or demands in connection with the delivery, acceptance, performance or default
  of this Debenture. No delay by the Purchaser in exercising any power or right
  hereunder shall operate as a waiver of any power or right, nor shall any single
  or partial exercise of any power or right preclude other or further exercise
  thereof, or the exercise thereof, or the exercise of any other power or right
  hereunder or otherwise; and no waiver whatsoever or modification of the terms
  hereof shall be valid unless set forth in writing by the Purchaser and then
  only to the extent set forth therein. 

	Section 9. 	Amendments. 


     Subject to the provisions of the
  Subscription Agreement dated September 18, 2007 (the “Subscription Agreement”),
  between the Company and the Purchaser, this Debenture may not be amended without
  the express written consent of both the Company and the Purchaser. 

	Section 10. 	Governing Law. 


     This Debenture shall be deemed
  to be made under and shall be exclusively construed in accordance with the laws
  of the Province of British Columbia without giving effect to the principles
  of conflict of laws thereof. 

	Section 11. 	Successors and Assigns. 


     The rights and obligations of the
  Company and the Purchaser under this Debenture shall be binding upon and benefit
  the successors, assigns, heirs, administrators and transferees of the parties.
  Notwithstanding the foregoing, neither this Debenture nor any of the rights,
  interests or obligations hereunder may be assigned, by operation of law or otherwise,
  in whole or in part, by the Company, without the prior written consent of the
  Purchaser. 

6






	Section 12. 	Transfer to Comply with Securities Laws.
    


     This Debenture may not be assigned,
  sold or in any other manner transferred or disposed of, in whole or in part,
  except in compliance with applicable federal, state and provincial securities
  laws and the terms and conditions hereof. 

	Section 13. 	Notices. 


     All notices, requests, demands
  and other communications to any party hereunder shall be in writing (including
  facsimile or similar writing) and shall be given to such party at its address
  or facsimile number set forth below or such other address or facsimile number
  as such party may hereafter specify by notice to the other parties listed below:


	 	(a) 	If to the Company: 	Southern Star Energy Inc. 
	 	  	  	307-1178 Hamilton Street 
	 	  	  	Vancouver, British Columbia 
	 	  	  	Canada V6B 2S2 
	 	  	  	Attention: Eric Boehnke 
	 	  	  	Telephone: 604-484-2405 
	 	  	  	Facsimile: 604-484-2403 
	 	  	  	  
	 	  	with a copy to: 	Clark Wilson LLP 
	 	  	  	Barristers and Solicitors 
	 	  	  	800-885 West Georgia Street 
	 	  	  	Vancouver, BC, Canada V6C 3H1 
	 	  	  	Attention: Cam McTavish 
	 	  	  	Telephone: 604-687-5700 
	 	  	  	Facsimile: 604-687-6314 
	 	  	  	  
	 	(b) 	If to the Purchaser: At the address set
      out on the signature page 


Each such notice, request or other communication shall be effective
  (i) upon receipt (provided, however, that notices received on a Saturday, Sunday
  or legal holiday recognized in the Province of British Columbia, Canada, or
  after 5:00 p.m. on any other day will be deemed to have been received on the
  next business day), if given by legible facsimile transmission with proof from
  sender of confirmation of receipt, or (ii) if given by any other means, when
  delivered at the address specified in this Section 12. 

	Section 14. 	No Rights of Stockholders. 


     Except as otherwise provided herein,
  this Debenture shall not entitle the Purchaser to any of the rights of a stockholder
  of the Company, including without limitation, the right to vote, to receive
  dividends and other distributions, or to receive any notice of, or to attend,
  meetings of stockholders or any other proceedings of the Company, unless and
  to the extent converted into shares of common stock in accordance with the terms
  hereof. 

	Section 15. 	Entire Agreement. 


     This Debenture represents the entire
  agreement between the parties hereto with respect to the subject matter hereof
  and there are no representations, warranties or commitments, except as 

7





set forth herein. This Debenture may be amended only by an instrument
  in writing executed by the parties hereto.

	Section 16. 	Headings. 


     The headings used in this Debenture
  are used for convenience only and are not to be considered in construing or
  interpreting this Debenture. 

	Section 17. 	Electronic Means 


     Delivery of an executed copy of
  this Debenture by electronic facsimile transmission or other means of electronic
  communication capable of producing a printed copy will be deemed to be execution
  and delivery of this Debenture as of the date hereinafter set forth. 

	Section 18. 	Currency 


     Unless expressly stated otherwise,
  all funds expressed in this Debenture are stated in United States dollars. 

	Section 19. 	Restrictions on Shares 


     The Shares issuable upon conversion
  of this Debenture may not be sold or transferred unless (a) the Shares, first
  shall have been registered under the Securities Act and applicable state securities
  laws, or (b) the Company shall have been furnished with an opinion of legal
  counsel (in form, substance and scope customary for opinions in such circumstances)
  to the effect that such sale or transfer is exempt from registration requirements
  of the Securities Act, or (c) the Shares, are sold under Rule 144 under the
  Securities Act. Except as otherwise provided in the Subscription Agreement,
  each certificate for the Shares issuable upon conversion of this Debenture that
  has not been so registered and that has not been sold under an exemption that
  permits removal of the legend, shall bear a legend substantially in the following
  form, as appropriate: 

“THE SECURITIES REPRESENTED HEREBY
  HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON
  (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
  ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NONE OF THE SECURITIES
  REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S.
  STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
  DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S.
  PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES
  ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
  OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
  TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY
  IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
  INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
  SECURITIES ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS
  DEFINED BY REGULATION S UNDER THE SECURITIES ACT.” 

8





Upon the request of the Purchaser of a certificate representing
  any Shares issuable upon conversion of this Debenture, the Company shall remove
  the foregoing legend from the certificate and issue to the Purchaser a new certificate
  free of any transfer legend, (a) if without an effective registration statement
  with such request, the Company shall have received either (i) an opinion of
  counsel, in form, substance and scope customary for opinions in such circumstances,
  to the effect that any such legend may be removed from such certificate, or
  (ii) satisfactory representations from the Purchaser that the Purchaser is eligible
  to sell such security under Rule 144 or (b) a registration statement under the
  Securities Act covering the resale of such securities is in effect.

     IN WITNESS WHEREOF, the Company
  has caused this Debenture to be duly executed by its duly authorized officer
  as of the date indicated below. 

Date: September 18, 2007 

	 	SOUTHERN STAR ENERGY INC. 
	 	  	 
	 	  	 
	 	By: 	 
         /s/ Eric Boehnke 
	 	  	Name: Eric Boehnke 
	 	  	Title: President, Secretary and Treasurer 




	Debenture No. 	2 	 
	Amount: 	US$1,300,000 	 
	Purchaser Name: 	Gobbet Asset Management, Inc. 	 
	Address: 	  	 
	 	 	 
	 	 	 
	Telephone: 	  	 
	Facsimile: 	  	 


9





ANNEX A 

NOTICE OF CONVERSION 

(To be executed by the Purchaser in order to Convert the Debenture)
  

	TO: 	SOUTHERN STAR ENERGY INC. 


     The undersigned hereby irrevocably
  elects to convert US$_______________________of the principal amount of the Debenture
  effective as of September 18, 2007 between the Company and Gobbet Asset Management,
  Inc., into shares of common stock in the capital of the Company according to
  the conditions stated therein, as of the conversion date written below. All
  capitalized terms used herein shall have the meanings assigned thereto in the
  Debenture. 

	Conversion Date: 	  	  
	Applicable Conversion Price: 	US$ 	  
	Amount to be converted: 	US$ 	  
	Number of Shares of common 	  	  
	stock to be issued: 	  	  
	Amount of Debenture 	Principal: 	US$ 
	unconverted: 	  	  
	Please issue the Shares of 	  	  
	common stock in the following 	  	  
	name and to the following 	  	  
	address: 	  	  
		  	  
	  	  	  
	Signature of the Holder: 	  	  
	Name: 	  	  
	  	  	  
	Address: 	  	  
	  	  	  
	  	  	  
		  	  
	  	  	  
	Phone Number: 	  	  


A-1 





- 2 - 

EXHIBIT B 

BRITISH COLUMBIA QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106 ("NI
45-106"). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination. 

The Subscriber covenants, represents and warrants to the
Company that: 

	 	1. 	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions; 

	 	  	  	  	  
	 	2. 	the Subscriber is (tick one or
      more of the following boxes): 	  
	 	  	  	  	  
	 		(A) 	
      a director, executive officer, employee or control person
      of the Company or an affiliate of the Company 
	[    
]
	 	  	  	
      
	  
	 		(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company 
	[    
]
	 	  	  	
      
	  
	 		(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company 
	[    
]
	 	  	  	
      
	  
	 		(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company 
	[    
]
	 	  	  	
      
	  
	 		(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company 
	[    
]
	 	  	  	
      
	  
	 	  	 (F) 	
      an accredited investor 
	X 
	 	  	  	
      
	  
	 		(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F 
	[    
]
	 	  	  	
      
	  
	 		(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F 
	[    
]
	 	  	  	
      
	  
	 		(I) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000 
	[    
  ]






- 3 - 

	 	3. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      paragraph 3 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:

	 	 	 	 
	 	 	 	 
	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and provide the
      names of those individuals. Please attach a separate page if
      necessary).

	 	 	 	 
	 	4. 	
      if the Subscriber has ticked box F in Section 2 above,
      the Subscriber satisfies one or more of the categories of "accredited
      investor" (as that term is defined in NI 45-106) indicated below (please
      check the appropriate box):

	 	 	 	 
	 		[ ] 	
      (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act (Canada);

	 	 	 	 
	 		[ ] 	
      (b) the Business Development Bank of Canada incorporated
      under the Business Development Bank Act (Canada);

	 	 	 	 
	 		[ ] 	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary;

	 	 	 	 
	 		[ ] 	
      (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland);

	 	 	 	 
	 		[ ] 	
      (e) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (d);

	 	 	 	 
	 		[ ] 	
      (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;

	 	 	 	 
	 		[ ] 	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec;

	 	 	 	 
	 		[ ] 	
      (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof;

	 	 	 	 
	 		[ ] 	
      (i) a pension fund that is regulated by either the Office
      of the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada;

	 	 	 	 
	 		[ ] 	
      (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000;

	 	 	 	 
	 		[ ] 	
      (k) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a







- 4 - 

	 		
      spouse exceeded $300,000 in each of those years and who,
      in either case, reasonably expects to exceed that net income level in the
      current calendar year;

	 	 	 	 	 
	 	[ ] 	
      (l) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000;

	 	 	 	 	 
	 	[X] 	
      

      (m) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements;

	 	 	 	 	 
	 	[ ] 	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106;

	 	 	 
	 	[ ] 	
      (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt;

	 	 	 
	 	[ ] 	
      (p) a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may
    be;

	 	 	 
	 	[ ] 	
      (q) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund;

	 	 	 
	 	[ ] 	
      (r) a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;

	 	 	 
	 	[ ] 	
      (s) an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function;

	 	 	 
	 	[ ] 	
      (t) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors;

	 	 	 
	 	[ ] 	
      (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or

	 	 	 
	 	[ ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into
  force;







- 5 - 

The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Securities under relevant legislation.


       IN WITNESS WHEREOF, the
undersigned has executed this Questionnaire as of the 18th day of September,
2007. 

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	  	 	  
	  	 	  
	  	 	Gobbet
      Asset Management, Inc. 
	Signature 	 	Print or Type Name of Entity 
	  	 	  
	  	 	  
	  	 	/s/
      Signed 
	Print or Type Name 	 	Signature of Authorized Signatory 
	  	 	  
	  	 	  
	  	 	Corporation 
	  	 	Type of Entity