FIRST AMENDMENT TO ASSIGNMENT THIS FIRST AMENDMENT TO ASSIGNMENT (the "First Amendment") is made and entered into effective as of the 18th day of April 2012 by and between Keith D. Spickelmier ("Spickelmier") and Santos Resource Corp., a Nevada...

                     FIRST  AMENDMENT  TO  ASSIGNMENT

     THIS  FIRST  AMENDMENT  TO  ASSIGNMENT  (the "First Amendment") is made and
entered  into effective as of the 18th day of April 2012 by and between Xxxxx X.
Xxxxxxxxxxx  ("Xxxxxxxxxxx")  and  Xxxxxx  Resource  Corp., a Nevada corporation
("Xxxxxx").

     RECITALS

     WHEREAS,  Xxxxxxxxxxx  executed  and delivered to Xxxxxx an assignment (the
"Assignment"),  whereby  Xxxxxxxxxxx  assigned  to  Xxxxxx  all of Xxxxxxxxxxx'x
rights  under a legal document (as amended and restated on December 1, 2011, the
"Liberty  Agreement")  with  Liberty  Petroleum  Corporation ("Liberty") whereby
Liberty  granted  to  Xxxxxxxxxxx  an  exclusive right to negotiate an option to
acquire  exploration  and  drilling  rights  related  to  the  PEL  512 prospect
involving  584,651 gross acres in the "heart" of the Xxxxxx Basin oil fairway in
South  Australia  (the  "Prospect");  and

     WHEREAS,  Xxxxxxxxxxx  and  Xxxxxx  wish  to  amend the Assignment upon the
terms,  provisions  and  conditions  set  forth  hereinafter;

     AGREEMENT

     NOW,  THEREFORE, in consideration of the mutual covenants and agreements to
amend  the  Assignment,  Xxxxxxxxxxx and Xxxxxx agree as follows (all undefined,
capitalized  terms used herein shall have the meanings assigned to such terms in
the  Assignment):

     1.     AMENDMENT  TO  THE  ASSIGNMENT  Section 1.5 of the Assignment be and
hereby  is  amended  to  read  in  its  entirety  as  follows:

"Failure  to Issue License. If the Minister confirms in writing that it will not
 -------------------------
issue exploration and drilling rights for the Prospect in the name of Xxxxxx, or
has failed to issue exploration and drilling rights for the Prospect in the name
of Xxxxxx prior to August 31, 2012, whichever occurs first, then this Assignment
shall terminate, Xxxxxxxxxxx shall return immediately to Xxxxxx the 20.0 million
Shares described in section 1.3(c) above, and Xxxxxx shall  have  no  further
obligations  under  this  Assignment  or  the  Liberty Agreement."

     2.     MISCELLANEOUS.  Except  as  otherwise expressly provided herein, the
Assignment is not amended, modified or affected by this First Amendment.  Except
as  expressly  set  forth  herein,  all  of  the  terms,  conditions, covenants,
representations,  warranties  and  all  other  provisions  of the Assignment are
herein ratified and confirmed and shall remain in full force and effect.  On and
after  the  date  on  which  this  First Amendment becomes effective, the terms,
"Assignment,"  "hereof,"  "herein,"  "hereunder"  and terms of like import, when
used  herein  or  in  the  Assignment  shall, except where the context otherwise
requires,  refer  to  the  Assignment, as amended by this First Amendment.  This
First  Amendment may be executed into one or more counterparts, and it shall not
be  necessary  that the signatures of all parties hereto be contained on any one
counterpart  hereof;  each  counterpart  shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.

     IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of the
first  day  written  above.

"XXXXXXXXXXX"                         "XXXXXX"

                                   XXXXXX  RESOURCE  CORP.,
                                   a  Nevada  corporation
/s/Xxxxx  X.  Xxxxxxxxxxx
-------------------------
   Xxxxx  X.  Xxxxxxxxxxx
                                   By:  /s/  Xxxxx  X.  XxXxxxxx
                                   -----------------------------

                                   Name:     Xxxxx  X.  XxXxxxxx

                                   Title:     Chief  Executive  Officer