Star Energy Corporation 245 Park Avenue, 24th and 39th Floors New York, New York 10167

1.

Purchase and Sale. Subject to the terms and conditions of the Definitive Agreement, at the Closing (hereafter defined), Buyer shall purchase, and Seller shall convey and deliver to Buyer, the Shares, and by doing so Seller shall be deemed to have assigned all right, title and interest in and to the Shares to Buyer.

2.

Consideration. In consideration for the sale and purchase of the Shares, Buyer shall issue to Seller at the Closing (hereafter defined), One Million (1,000,000) shares of Buyer’s common stock.

3.

Closing. The consummation of the Transaction (the “Closing”) shall be subject to the execution of the Definitive Agreement and shall take place simultaneously with the execution of the Definitive Agreement at such place as the parties hereto may agree. The Closing will be conditional upon the approval of the transaction and definitive agreements by the Board of Directors of Buyer, completion of due diligence to the satisfaction of Buyer, Buyer’s receipt of financial statements of the Company, receipt of any required approvals of governmental authorities, receipt of necessary consents and approvals of third parties, and other customary conditions.

 

4.

Representations. Seller is the record and beneficial owner of the Shares, free and clear of all encumbrances. The Shares constitute one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company. There are no contracts or agreements relating to the issuance, sale or transfer of any equity securities or other securities of Company, including but not limited to, any of the following: options, warrants, agreements, or other rights relating to the acquisition of shares of capital stock; securities or other obligations convertible into shares of capital stock; or sale agreements, shareholder agreements, pledges, proxies, voting trusts, powers of attorney, restrictions on transfer or other agreements or instruments binding up on Seller or the Company (exclusive of any agreement to which Buyer is a party) and that relate to the ownership, voting or transfer of any shares of capital stock.

5.

No Negotiation. Until such time as the Closing shall have occurred or Buyer shall have notified Seller that it does not wish to consider the Transaction any further, neither Company nor Seller shall directly or indirectly solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with, provide any nonpublic information to or consider the merits of any inquiries or proposals from any person (other than Buyer) relating to any business combination transaction involving the Company, including but not limited to the sale by Seller of the Company's stock, the merger or consolidation of the Company or the sale of the Company's business or its assets (other than in the ordinary course of business). The Company and Seller shall notify Buyer of any such inquiry or proposal within twenty-four (24) hours of receipt or awareness of the same by the Company or Seller.

6.

Miscellaneous.