SERVICES AGREEMENT

SERVICES AGREEMENT

This Services Agreement (the “Agreement”) is made and entered into on November 22, 2007 between Southern Star Energy Inc., a Nevada corporation having an office and a place of business at 155 – 000 Xxxxxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 (the “Company”), and Sierra Pine Resources International, Inc., a Texas corporation having an office and a place of business at 0000 Xxx Xxxxx, Xxxxxxx, Xxxxx 00000 (the “Consultant”).

WHEREAS, the Consultant is in the business of providing expertise on data/information procurement and management, database construction and organization, production engineering, seismic interpretations, reservoir engineering, petrophysics, field studies, prospect evaluation, training, data management, and crisis problem-solving in the field of oil and gas exploration and development technology;

WHEREAS, the Company seeks to retain the Consultant to provide the services set out in Schedule A attached hereto (the “Services”) in relation to its property interests in the Bossier Parish and Caddo Parish, Louisiana, commonly referred to as the D Duck Prospect Area and any additional property interests acquired by the Company (collectively, the “Property Interests”);

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Consultant and the Company hereby agree as follows:

1. Provision of Services

The Company hereby retains the Consultant to provide the Services in relation to the Property Interests and the Consultant shall, in rendering the Services, comply with all the terms of this Agreement.

2. Cash Compensation

In consideration for the Services, the Company agrees to pay the Consultant $10,000 per month (the “Cash Consideration”). In the event that Ganer (as defined in Schedule A) is required to provide more than 80 hours in any month period in connection with the provision of the Services, the Company will pay the Consultant for such extra time based upon the Consultant’s reasonable and customary billing rate in effect at that time.

3. Stock Options

In addition to the Cash Consideration, and upon entry into the Stock Option Agreement attached hereto as Schedule B (the “Stock Option Agreement”), the Company agrees to issue 750,000 options to the Consultant (each, an “Option”), each Option of which entitles the Consultant to purchase one share of common stock in the capital of the Company (each, a “Share”) at the exercise price of $1.09 per Share for a period of four years from the date of issuance. The Options will be issued in accordance with the terms of the Stock Option Agreement.

4. Consultant Identified Opportunities

If, during the term of this Agreement, the Consultant identifies an oil and gas property of interest for potential exploration and/or development with or without assistance from the Company (each, an “Opportunity”) that is not located on a property interest that the Company currently owns or operates or a property interest that the Company informs the Consultant is a potential Opportunity (each, a “Company Property Interest”), then the Consultant may disclose such Opportunity to any other person at any time (the “Offer”). Upon communication of an Offer, the Consultant will promptly advise the Company in writing of the Offer and the Opportunity

(the “Notice”) and will grant the Company an exclusive right of first refusal (the “Right of First Refusal”) to acquire the Opportunity based upon the same terms that the Consultant offers to the third party. Upon receipt of the Notice by the Company, the Consultant will promptly provide all reasonable information to the Company so as to allow the Company to make an informed decision about whether or not to pursue the Opportunity. Upon receipt of the Notice, the Company will have a period of sixty (60) calendar days to provide written notification to the Consultant that the Company intends to consummate a transaction with the vendor in respect of the Opportunity (the “Company Response”). Upon receipt of the Company Response by the Consultant, the Company will have an additional sixty (60) calendar days with which to enter into a formal agreement with the vendor of the Opportunity. The Right of First Refusal will be terminated for a specific Opportunity if the Company provides written notification to the Consultant that the Company does not wish to pursue the Opportunity.

5. Company Identified Opportunities

If, during the term of this Agreement, the Company identifies an oil and gas property interest or well for potential exploration and/or development (each, a “Company Identified Opportunity”) that is not a Company Property Interest, then the Company may retain the Consultant to provide geologic and engineering services on a project by project basis. The scope and cost of services to be rendered in connection with the evaluation of the Company Identified Opportunity will be governed by the terms of a separate Technical Services Agreement, which agreement will be based upon the standard billing rate and billing terms of the Consultant in effect at that time. If the evaluation of the Company Identified Opportunity provides a new drilling opportunity outside the proven reserve category (as determined by the most current third party engineering report), the Company will grant an overriding royalty (an “ORRI”) to the Consultant from the Company’s interest in each new well drilled in the following amount proportionately reduced to the Company’s working interest (the “CWI”) in such well:

(a) 2.0% ORRI for leases having a CWI greater than or equal to 80% (8/8ths basis);

(b) 1.75% ORRI for leases having a CWI less than 80% but greater than or equal to 78% (8/8ths basis);

(c) 1.5% ORRI for leases having a CWI less than 78% but greater than or equal to 75% (8/8ths basis); or

(d) 1.0% ORRI for leases having a CWI less than 75% (8/8ths basis).

For each new well drilled that is identified as a Company Identified Opportunity, the Company agrees to pay the Consultant $60,000 on an 8/8ths basis, at the commencement of commercial production from such well.

6. No Effect on Prior Agreement

The parties hereto acknowledge that the Consultant is performing services for the Company in connection with its current North Louisiana project under the terms and conditions of the Services Agreement dated February 27, 2007 (the “February Agreement”). Nothing in this Agreement alters or otherwise affects the February Agreement.

7. Designated Representatives

The Company’s and the Consultant’s designated representatives shall be specified in writing and may be changed from time to time as notified in writing by each party.

8. Term of Agreement

The term of this Agreement shall commence on the date hereof and shall continue until terminated by either party as prescribed in section 13 below.

9. Independent Contractor

It is mutually agreed by the Consultant and the Company that for the purposes of this Agreement and for the provision of the Services, the Consultant shall be an independent contractor, and neither the Consultant nor any of its employees shall be agents or employees of the Company. The Consultant shall have no authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the Company except as provided for herein or authorized in writing by the Company.

10. Liability

The Company acknowledges that the Consultant has not made any expressed or implied warranty regarding the Services and the Consultant disclaims any liability for the Company’s hardware, software, or productivity. The Company agrees to and hereby indemnifies and holds the Consultant harmless from all costs, expenses, and claims arising out of or in connection with this Agreement or any of the Services, except for any losses or damages which the Company may incur arising out of any failure by the Consultant or its agents or employees to comply with the provisions set forth in section 11 below.

11. Confidential Information

Confidential information shall mean all information disclosed to the Consultant by the Company which relates to past, present, and future exploration, development and business activities, except such information as is previously known to the Consultant or is in the public domain. “Confidential Information” includes, without limitation, all material non-public information, any and all trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable, related to the business of the Company and not previously known by the Consultant in connection with the business. The Consultant acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly, the Consultant covenants and agrees that during the term of this Agreement and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Consultant, the Consultant will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party. Upon termination or expiration of this Agreement, the Consultant shall return to the Company all written or descriptive matter, including but not limited to drawings, maps, plots, computer tapes or other papers or documents which contain any such Confidential Information.

12. Data and Software Security

If the Services require access to the Company or the Company’s property, including computer hardware and software, the Consultant, including its employees, consultants and representatives (each, a “Consultant Representative”) will comply with all data and software security requirements provided to them in writing by the Company and shall not, without prior written approval from the Company:

(a) Disclose to other persons any password provided to the Consultant Representative;

(b) Access or attempt to access any data or computer files that the Consultant Representative is not authorized to access; or

(c) Create, read, execute, destroy, erase or copy computer programs, files, or documentation that are not required to perform the Services.

Notwithstanding section 13 hereof, violation or attempted violation of the security requirements, contained in this section 12, shall be the basis for immediate termination of this Agreement.

13. Termination

(a) This Agreement may be terminated by the Company upon thirty (30) days written notice to the Consultant’s designated representative.

(b) This Agreement may be terminated by the Consultant upon thirty (30) days written notice to the Company’s designated representative.

(c) Any projects in process may be terminated without cause by the Company with thirty (30) days written notice to the Consultant, unless otherwise agreed to in writing.

(d) In the event the Consultant willfully breaches this Agreement to provide the Services, the Company may terminate this Agreement by giving the Consultant one (1) day written notice.

Notwithstanding the above, all obligations, rights and duties of each party will continue to be enforceable in regards to any Opportunity or Company Identified Opportunity identified prior to termination.

14. Entire Agreement

This Agreement contains the entire agreement between the parties and it supersedes all prior agreements and understandings between the parties respecting the subject matter hereof. This Agreement may be amended, changed or terminated only by mutual consent in writing.

15. Governing Law and Compliance, and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The Consultant shall comply with all applicable laws and regulations. In the event of a dispute hereunder, the parties agree to submit to binding arbitration under the auspices of the American Arbitration Association, all costs and expenses of which shall be shared equally by the parties. In addition, either party may apply for injunctive relief in any court of competent jurisdiction to restrain the breach, or threatened breach on this Agreement. No party shall be liable to the other party for consequential, punitive, or incidental damages.

16. Notices

Any notice or request herein required, or committed to be given hereunder, shall be given in writing to the address set out on page one of this Agreement, or as otherwise instructed by the applicable party from time to time.

17. Survivorship

The terms and provisions hereof shall survive the termination of this Agreement, and shall remain in force and effect thereafter, and shall be binding upon the parties hereto, and their respective representatives, successors, and authorized assigns to the extent provided in this Agreement.

18. Currency

All funds expressed in this Agreement are stated in United States dollars.

19. Assignment

This Agreement may not be assigned or delegated, in whole or in part, without the prior written consent of the other party.

20. Facsimile and Counterparts

This Agreement may be executed by delivery of executed signature pages by fax and such fax execution shall be effective for all purposes. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the parties, it being understood that all parties need not sign the same counterpart.

DATED as of the date set out on page one of this Agreement.

SIERRA PINE RESOURCES INTERNATIONAL, INC.

	Per:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	President

SOUTHERN STAR ENERGY INC.

	Per:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	President

SCHEDULE A

Services

The Consultant will provide the Services through its principal Xxxxx Xxxxx (“Ganer”), who will provide up to 20 hours per week in connection with the provision of the Services, including the following:

	(a)	technical and managerial advice and analysis of the Company’s current assets and projects;
	(b)	identification and screening of new opportunities for the Company;

(c) support of the Company’s financing efforts including presentations, road shows, analyst discussions, etc.;

	(d)	services as required in the capacity of an officer and director of the Company; and
	(e)	such other services as reasonably requested by the Company from time to time.

SCHEDULE B

Stock Option Agreement

CW1537570.2