STAR RESOURCES CORP
<DOCUMENT>
<TYPE>EX-10.56
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>



































































                                  Exhibit 10.56
                                       17
<PAGE>

                                OPTION AGREEMENT
                         TOCANTINZINHO PROJECT - BRAZIL
THIS  AGREEMENT  is  dated  for  reference  the  31st  day  of  July,  2003.
BETWEEN:
        DENNIS  MOORE  of  Privada  de  la  Ca  adita  8
        San  Miguel  de  Allende
        Guanajuato,  37700
        MEXICO
        and
        ALAN  CARTER  of  5688  Trafalgar  Street, Vancouver,
        British Columbia, V6N 1C3,
        Canada
        (hereinafter  referred  to  as  the  "Optionors")
                                                               OF THE FIRST PART
AND:
        STAR  RESOURCES  CORP., a company incorporated under
        the laws of the   Province of British  Columbia  and  having  its
        registered  office at 595 Howe Street, 10th Floor,  Vancouver,
        British  Columbia,  V6C  2T5
        (hereinafter  referred  to  as  the  "Optionee")
                                                              OF THE SECOND PART
WHEREAS:
A.   Pursuant  to  a  letter  agreement (the "Garimpo Agreement") dated April 9,
     2003  between  Manoel  da  Concei  o  Pinheiro,  Luis Francisco Feltrim and
     Lourival  Viriato  Mendon a (collectively, the "Owners") and the Optionors,
     the  Optionors  have  the option to purchase 100% of certain mineral claims
     which  constitute the Garimpo Mining License more particularly described in
     Schedule  "A" attached hereto and forming part of this Agreement (the "Core
     Mineral  Claims");
B.   Pursuant  to  a  letter agreement (the "Peripheral Claims Agreement") dated
     April  15,  2003  between Austral-AGS do Brasil Ltda and the Optionors, the
     Optionors  have the option to purchase 100% of certain mineral claims which
     constitute  claims adjacent to the Garimpo Mining License more particularly
     described  in  Schedule  "B"  attached  hereto  and  forming  part  of this
     Agreement  (the  "Peripheral  Claims  Agreement");
C.   The  claims  described  in recitals A and B are collectively referred to in
     this  agreement  as  the  "Mineral  Claims";  and
D.   The  Optionors desire to grant an option to purchase a 100% interest in the
     Mineral Claims to the Optionee and the Optionee is desirous of obtaining an
     option  to  purchase  the  interest  upon  the  terms  and  subject  to the
     conditions  herein  contained.

NOW  THEREFORE  in consideration of the premises and of the mutual covenants and
promises  herein  contained,  the  parties  hereto  agree  as  follows:
<PAGE>

1.     GRANT

1.1  The Optionee and its employees and agents and any person duly authorized by
     the  Optionee  shall  have  the  sole  and  exclusive  right and option to:
     (a)  enter  upon  the  Mineral  Claims;

     (b)  have  exclusive  and  quiet  possession  thereof  for  the purposes of
     prospecting,  exploration,  development  or  other  mining  work;

     (c)  do  such  prospecting,  exploration,  development or other mining work
     thereon  and thereunder as the Optionee in its sole discretion may consider
     advisable;

     (d)  bring upon and erect upon the Mineral Claims such mining facilities as
     the  Optionee  may  consider  advisable;  and

     (e)  remove  from  the  Mineral  Claims  and  sell  or otherwise dispose of
     reasonable  quantities  of  any mineral products derived therefrom, for the
     purpose  of  obtaining  assays  or  making  other  tests.

The  right  and  option  given  and  granted under this Section 1 is hereinafter
called  the  "working  option".

2.     PAYMENTS  AND  COMMITMENTS

2.1     In order to maintain the working option in good standing and to earn the
100%  interests  in  the  Mineral  Claims,  the  Optionee  shall:
     (a)  make  the  following  cash  payments  to  the  Optionors:

          (i)  $75,000 on the "Closing Date" as defined later in this agreement;

          (ii)  $30,000  6  months  from  the  Closing  Date;

          (iii)  $40,000  12  months  from  the  Closing  Date;

          (iv)  $40,000  24  months  from  the  Closing  Date;

          (v)  $130,000  36  months  from  the  Closing  Date;  and

          (vi)  $150,000  48  months  from  the  Closing  Date.

     (b)  incur  at  least  $1,000,000  in  exploration  work  ("Qualified
          Expenditures")  on  or for the benefit of the Mineral Claims, of which
          $300,000  shall  be  expended  prior  to  the first anniversary of the
          Closing  Date.  "Qualified  Expenditures"  shall  refer  to  payments
          incurred  for  exploration and development activities directed towards
          disclosure  and  definition  of an ore body on the property, including
          payments  required to maintain the claims and Underlying Agreements in
          good  standing, the payments under the Consulting Agreement set out in
          Schedule  "D"  and  the  payments  referred  to  in  section  2.1(a).

     (c)  issue  2,600,000 fully paid shares of the Optionee to the Optionors on
          the  following  basis:

          (i)  1,100,000  shares  on  the  Closing  Date;

          (ii)  200,000  shares  6  months  from  the  Closing  Date;

          (iii)  200,000  shares  12  months  from  the  Closing  Date;

          (iv)  200,000  shares  24  months  from  the  Closing  Date;
<PAGE>

          (v)  200,000  shares  36  months  from  the  Closing  Date;  and

          (vi)  700,000  shares  48  months  from  the  Closing  Date.

          If  there shall, prior to the issuance of any of the shares hereunder,
          be any reorganization of the authorized capital of the Optionee by way
          of consolidation, merger, subdivision, amalgamation or otherwise, then
          there  shall automatically be an adjustment in the number of shares of
          the  Company which may be issued hereunder by corresponding amounts so
          that  the  rights  of  the  Optionors  hereunder  shall  thereafter be
          equivalent  to  those  originally  granted  hereunder.

     (d)  The  Optionee  will,  of  and  from  the  Closing  Date,  assume  all
          obligations  of  the  Optionors relating to the Owners and the Mineral
          Claims (including without limitation, the obligations of the Optionors
          under  the  Garimpo  Agreement  and  the  Peripheral  Claims Agreement
          (collectively, the "Underlying Agreements"). Furthermore, in the event
          that the Optionee elects to terminate this Option Agreement, it may do
          so  subject  to  section  8  and  section  3(a), (b) and (c) but shall
          terminate  with  at  least 15 days advance notice of payment due dates
          that  pertain  to  the  Garimpo  Agreement  and  the Peripheral Claims
          Agreement.

2.2  The  payments,  expenditures  and  share issuances, except for the payments
     described in paragraph 2.1(a)(i), 2.1(c)(i) and the expenditure of $300,000
     prior  to  the  first anniversary of the Closing Date, are optional and the
     Optionee  shall  not  be  obliged  to  make  or  incur  them.

3.     ACQUISITION  OF  INTEREST

3.1  Upon completion of the payments pursuant to paragraph 2.1(a), completion of
     the  exploration  work  specified  in  paragraph 2.1(b) and delivery of the
     shares pursuant to paragraph 2.1(c), the Optionee shall have earned 100% of
     the Optionors' interest in and to the Mineral Claims subject to any ongoing
     obligations  under the underlying agreement and subject to the royalty (the
     "Royalty")  described  in  Schedule  "C"  attached  hereto.

4.     CLOSING  AND  CONDITIONS  THERETO

4.1  The  Closing  of  this agreement shall occur at 2:00 p.m. Vancouver time on
     the 2nd business day (the "Closing Date") following the satisfaction of the
     conditions  set  out  in Section 4.3 hereof at the registered office of the
     Company.

4.2  At  the  Closing,  the Optionee will deliver to the Optionors the funds and
     shares  described  in  Section  2.1(a)(i)  and  2.1(c)(i).

4.3  The  Closing  of  this  agreement  shall be conditional upon the following,
     which  are  conditions  for  the sole benefit of the Optionee and which the
     Optionee  undertakes  to  diligently  and  with reasonable haste attempt to
     satisfy,  namely:
     (a)  the  acceptance  of  the  TSX  Venture Exchange of this agreement; and

     (b)  the  completion  of  legal  and technical due diligence on the Mineral
     Claims  to  the  satisfaction  of  the  Optionee. If the conditions are not
     satisfied by August 31, 2003 or such other date acceptable to the Optionors
     and  the  Optionee,  this  agreement  shall be terminated and of no further
     force  and  effect.

5.     ADDITIONAL  MINERAL  CLAIMS

5.1  The Optionee wishes to have the opportunity to examine and possibly acquire
     additional  mineral  interests  in  the  Tapajos  Region  of  Brazil  and
     accordingly,  the Optionors agree that any additional properties within
<PAGE>

     the  Tapajos  Region which become known to or are acquired by the Optionors
     will  first  be  offered  to  the  Optionee  for  acquisition.

6.     COVENANTS  OF  OPTIONEE

6.1  During  the  currency  of  this  Agreement,  the  Optionee  shall:

     (a)  keep  the  Mineral  Claims  free  and  clear of all liens, charges and
     encumbrances;  comply  with all applicable laws, rules and regulations; and
     carry  out  operations  in a good and workmanlike manner in accordance with
     generally  accepted  mining  practice;

     (b)  maintain  the  Mineral  Claims  and  the Underlying Agreements in good
     standing;

     (c)  not  breach  or  fail  to  fulfil,  perform  or  observe the terms and
     conditions  of  or  pertaining  to  the  licenses  comprised in the Mineral
     Claims;

     (d)  provide  to  the  Optionors within 30 days of the end of each calendar
     quarter  during  which  any  Qualified  Expenditures  have  been  incurred
     comprehensive  written  reports  showing the operations carried out and the
     results obtained and detailing the Qualified Expenditures incurred together
     with  evidence  of  payment  thereof. The Optionors shall at all reasonable
     times  have  access to the Mineral Claims, provided that the Optionors will
     not  interfere with the Optionee's operations hereunder. The Optionors will
     have  the  right  from time to time on reasonable notice to the Optionee to
     audit  and  make  copies of the books and records of the Optionee which are
     relevant  to  Qualified  Expenditures;  and

     (e)  indemnify and save harmless the Optionors from and against any and all
     claims,  debts,  demands,  suits,  actions  and causes of action whatsoever
     which  may  be brought or made against the Optionors by any person, firm or
     corporation  and  all  loss, costs, damages, expenses and liabilities which
     may  be  suffered  or  incurred  by  the  Optionors  arising  out  of or in
     connection with or in any way referable to, whether directly or indirectly,
     the  entry  on,  presence  on,  or  activities on the Mineral Claims or the
     approaches  thereto  by  the  Optionee  or its servants or agents including
     without limitation bodily injuries or death at any time resulting therefrom
     or  damage  to  property.

     (f)  The  Optionee  will  retain Dennis Moore as a consultant in accordance
     with  the  Consulting  Agreement  attached  as  Schedule  "D".

7.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  OPTIONORS

7.1  The  Optionors  make  the  following  representations and warranties to the
     Optionee:

     (a)  To  the  best  of  the knowledge of the Optionors, each of the Mineral
     Claims  has  been validly located, filed and recorded in compliance and are
     in  good standing with the laws of the Brazil and the State of Para as they
     relate  to  location  and  recordation  of  such  claims;

     (b)  The  Underlying  Agreements  are  in  good  standing and are valid and
     enforceable  in  accordance  with  their  respective  terms;  and

     (c)  The  Optionors  have  the  sole  and  complete  power to deal with the
     Underlying  Agreements  and  Mineral  Claims  as  herein  contemplated.

7.2  The  representations  and  warranties  of the Optionors are conditions upon
     which  the  Optionee  has  relied in entering into this Agreement and shall
     survive  the  acquisition  of  the  Mineral  Claims  by  the  Optionee. The
     Optionors  will  indemnify  and  save  the Optionee harmless from all loss,
     damage,  costs,  actions and suits arising out of or in connection with any
     breach  of  any  representation, warranty, covenant, agreement or condition
     contained  in  this Agreement. The Optionors acknowledge and agree that the
<PAGE>

     Optionee  has  entered  into  this  Agreement relying on the warranties and
     representations  and  other terms and conditions of this Agreement and that
     no  information  which  is now known or which may hereafter become known to
     the  Optionee  or  its  officers,  directors or professional advisors shall
     limit  or  extinguish  the  right  to  indemnity  hereunder

8.     TERMINATION  PRIOR  TO  ACQUISITION  OF  MINERAL  CLAIMS

8.1  Subject  to  paragraph  2.2,  this  Agreement  may  be  terminated prior to
     exercise  of  the  option by 60 days notice in writing from the Optionee to
     the  Optionors;

8.2     This  agreement  will  terminate:

     (a)  subject  to  section  10,  upon  default  by  the  Optionee;

     (b)  if  the Optionee becomes insolvent, makes any assignment in bankruptcy
     or  makes  any  other  assignment  for  the benefit of creditors, makes any
     proposal  under  the  Bankruptcy  Act (Canada) or any comparable law, seeks
     protection or relief under the Companies Creditors Arrangement Act (Canada)
     or under any bankruptcy, insolvency or analogous law, is adjusted bankrupt,
     files  a  petition  or proposal to take advantage of any act of insolvency,
     consents  to  or  acquiesces  in  the  appointment  of a trustee, receiver,
     receiver  and  manager,  interim  receiver,  custodian or other person with
     similar  powers  of  itself  or  of  all  or any substantial portion of its
     assets,  or  files a petition or otherwise commences any proceeding seeking
     any  reorganization,  arrangement,  composition  or  readjustment under any
     applicable  bankruptcy,  insolvency,  moratorium,  reorganization  or other
     similar  law  affecting creditors' rights or consents to, or acquiesces in,
     the  filing  of  such  a  petition;  or

     (c)  if  the  Optionee does not exercise the option as described in section
     3.1

8.3  If  the  Option  is terminated pursuant to this section, the Optionee shall
     within  30  days:

     (a)  deliver  to  the  Optionors  copies  of  all of the non-interpretative
     reports,  maps,  plans,  photographs,  digital  data  and drill logs of the
     Optionee  relating  to  the Mineral Claims, provided that the Optionee does
     not  make  any  representation  or  warranty  concerning  the  accuracy  or
     completeness  thereof;

     (c)  leave  the  working  and  camp  site  in  a  clean and environmentally
     acceptable  condition;  and

     (d)  fulfill  all reclamation obligations required by Brazilian law arising
     out  of  the  Optionee's  activities  on  the  Mineral  Claims.

     (e)  deliver  to  the  Optionors,  documents of transfer of any exploration
     licenses  which  the Optionee may have acquired underlying the area covered
     by  the  Mineral  Claims.

9.     FORCE  MAJEURE

9.1  If the Optionee is prevented or delayed in complying with any provisions of
     this  Agreement  by  reason  of  strikes, lockouts, labour shortages, power
     shortages,  fires,  wars, acts of God, governmental regulations restricting
     normal  operations,  the  time  limited  for the performance of the various
     provisions of this Agreement as set out above shall be extended by a period
     of  time  equal  in  length to the period of such prevention and delay. The
     Optionee, insofar as is possible, shall promptly give written notice to the
     Optionors  of  the  particulars  of the reasons for any prevention or delay
     under  this  paragraph,  and  shall take all reasonable steps to remove the
     cause  of  such  prevention  or  delay and shall give written notice to the
     Optionors  as  soon  as  such  cause  ceases  to  subsist.
<PAGE>

10.     DEFAULT

10.1 If  the  Optionee should be in default in performing any requirement herein
     set  forth,  the  Optionors  shall  give  written  notice  to  the Optionee
     specifying  the  default and the Optionee shall not lose any rights granted
     under  this  Agreement, unless, within 60 days after the giving of a notice
     of  default by the Optionors, the Optionee has failed to take steps to cure
     the  default  by the appropriate payment or performance the Optionee hereby
     agreeing  that  should  it so commence to cure any defect it will prosecute
     the  same  to completion without undue delay); and if the Optionee fails to
     take  reasonable  steps  to  cure  any such default, the Optionors shall be
     entitled  thereafter  to  terminate  this  Agreement  and the provisions of
     paragraph  8  shall  then  be  applicable.

11.     NOTICE

11.1 Any  notice required to be given under this Agreement shall be deemed to be
     well  and  sufficiently  given  if  delivered  by  hand  or if emailed with
     delivery  receipt  requested  addressed  as  follows:

                     DENNIS  MOORE  of  Privada  de  la  Ca  adita  8
                     San  Miguel  de  Allende
                     Guanajuato,  37700
                     MEXICO
                     Email:     doctorlloyd@yahoo.com
                     and
                     ALAN  CARTER  of  5688  Trafalgar  Street,
                     Vancouver,  British  Columbia,  V6N  1C3,  Canada
                     Email:     explogeo4@yahoo.com

and  in  the  case  of  the  Optionee  addressed  as  follows:

                     STAR  RESOURCES  CORP.
                     595  Howe  Street,  10th  Floor
                     Vancouver,  British  Columbia  V6C  2T5
                     Email:     leendertkrol@aol.com

with  a  copy  to:

                     DuMoulin  Black
                     595  Howe  Street,  10th  Floor
                     Vancouver,  British  Columbia  V6C  2T5
                     Attention:     Mr.  Brian  C.  Irwin
                     Email:     birwin@dumoulinblack.com

and  any  notice  given  as  aforesaid  shall  be  deemed to have been given, if
delivered, when delivered or if emailed, on the next business day after the date
of receipt by the sender of the delivery receipt message.  Either party may from
time  to  time  by  notice in writing change its address for the purpose of this
paragraph.

12.     OPTION  ONLY

12.1 This  is  an  option  only  and  except as specifically provided otherwise,
     nothing  herein  contained shall be construed as obligating the Optionee to
     do  any acts or make any payments hereunder and any act or acts, or payment
     or payments as shall be made hereunder shall not be construed as obligating
     the  Optionee  to  do  any further act or make any further payment. If this
     Agreement is terminated the Optionee shall not be bound thereafter in debt,
     damages  or  otherwise under this Agreement save and except as provided for
     in  paragraph  8  and with respect to obligations arising from termination;
     and  all payments theretofore paid by the Optionee shall be retained by the
     Optionors  in  consideration  for  entering into this Agreement and for the
     rights  conferred  on  the  Optionee  thereby.
<PAGE>

13.     PAYMENTS

13.1 All  amounts  referred  to  under  this agreement shall be in United States
     Dollars.  Any  payments  to the Optionors which the Optionee may make under
     the  terms of this Agreement shall be paid to Dennis Moore on behalf of the
     Optionors  and  shall  be  immediately available in United States funds and
     shall be deemed to have been well and sufficiently made in timely manner if
     cheques payable to the Optionors are mailed to the Optionors at the address
     stipulated  for receiving notices hereunder by prepaid registered mail from
     a  point  in Canada or the United States on or before the date such payment
     is  to  be  made.

14.     FURTHER  ASSURANCES

14.1 The  parties  hereto  agree to execute all such further or other assurances
     and documents and to do or cause to be done all acts or things necessary to
     implement  and  carry  into  effect  the  provisions  and  intent  of  this
     Agreement.

15.     TIME  OF  ESSENCE

15.1     Time  shall  be  of  the  essence  of  this  Agreement.

16.     TITLES

16.1 The  titles to the respective paragraphs hereof shall not be deemed as part
     of this Agreement but shall be regarded as having been used for convenience
     only.

17.     SUCCESSORS  AND  ASSIGNS

17.1 This  Agreement  shall  enure  to  the  benefit  of and be binding upon the
     parties  hereto  and  their  respective  heirs,  executors, administrators,
     successors,  and assigns provided any such assignee agrees in writing to be
     bound  by  the terms of this Agreement and provided that any assignee shall
     be  required  the  prior  written  consent of the non-assigning party, such
     consent not to be unreasonably withheld. The Optionee shall not require the
     consent of the Optionors to assign its interest hereunder to a wholly owned
     subsidiary  of  the  Optionee.

18.     GOVERNING  LAW

18.1 This  Agreement shall be governed by and interpreted in accordance with the
     laws  of  the  Province  of  British  Columbia.

19.     PRIOR  AGREEMENTS

19.1 This  Agreement  supersedes  and  replaces all prior agreements between the
     parties  hereto  with  respect  to  the  Mineral  Claims,  which said prior
     agreements  shall  be deemed to be null and void upon the execution hereof.

IN WITNESS WHEREOF the parties have hereunto to have effect, caused their common
seal(s)  to  be affixed in the presence of their proper officers duly authorized
in  that  regard  the  day  and  year  first  above  written.

STAR  RESOURCES  CORP.

Per:     /s/  Brian  C.  Irwin
         ---------------------
         Authorized  Signatory
<PAGE>

SIGNED,  SEALED  AND  DELIVERED
BY  DENNIS  MOORE  in  the  presence  of:

---------------------
Name
                                             /s/  Dennis  Moore
                                             --------------------
                                             DENNIS  MOORE
Address


Occupation

SIGNED,  SEALED  AND  DELIVERED     )
BY  ALAN  CARTER  in  the  presence  of:

-----------------------
Name
                                             /s/  Alan  Carter
                                           -------------------
                                              ALAN  CARTER
Address


Occupation



<PAGE>


                                  SCHEDULE "A"
REFERRED  TO  IN  THE  AGREEMENT  DATED FOR REFERENCE THE 31ST DAY OF JULY, 2003
BETWEEN  DENNIS  MOORE  AND  ALAN  CARTER  AND  STAR  RESOURCES  CORP.

                                 MINERAL CLAIMS

     Garimpo  gold  Licenses  located  in the Municipality of Itaituba, State of
     Para,  Brazil  and  registered  under DNPM Numbers 854.442/95 to 854.521/95
     inclusive  and  covering  an  area  of  4,000  Hectares.


<PAGE>


                                  SCHEDULE "B"
REFERRED  TO  IN  THE  AGREEMENT  DATED FOR REFERENCE THE 31ST DAY OF JULY, 2003
BETWEEN  DENNIS  MOORE  AND  ALAN  CARTER  AND  STAR  RESOURCES  CORP.

     Exploration  Licenses  located  in  the  Municipality of Itaituba, State of
     Para,  Brazil  and registered under DNPM Numbers 850.196/2003, 850.197/2003
     and  850.198/2003  covering  an  area  of  24,275  Hectares.



<PAGE>

                                  SCHEDULE "C"
REFERRED  TO  IN  THE  AGREEMENT  DATED FOR REFERENCE THE 31ST DAY OF JULY, 2003
BETWEEN  DENNIS  MOORE  AND  ALAN  CARTER  AND  STAR  RESOURCES  CORP.

                               ROYALTY PROVISIONS

1.01.  Star  Resources  Corp.  ("Star")  hereby  grants to Dennis Moore and Alan
     Carter (the "Royalty Holders") participation in the future revenues derived
     from  sales  of gold (in whatever form and whether or not incorporated into
     other  products), mined from the Tocantinzinho Project (the "Royalty"). The
     Royalty  shall be payable, in United States dollars by Star to Dennis Moore
     on behalf of the Royalty Holders and their heirs, successors and assigns on
     or  by  the  60th  day  after  the  end  of  each  fiscal  quarter.

     The  Royalty  for  each  fiscal quarter with respect to sales of gold mined
     from  the  Tocantinzinho  Project  will  be  calculated  as  follows:

     (XG)  MULTIPLIED  BY  (Z%)

Where:

          XG  =  The  number  of  ounces of gold sold by Star for which Star has
          received  payment  in  full  during  the  immediately preceding fiscal
          quarter  multiplied  by the Average Gold Price for such fiscal quarter

          Z  =  2.5,  if  the Average Gold Price for such fiscal quarter is less
          than  $400  per  ounce;

          2.75, if the Average Gold Price for such fiscal quarter is equal to or
          greater  than  $400  and  less  than  $450  per  ounce;

          3.0,  if the Average Gold Price for such fiscal quarter is equal to or
          greater  than  $450  per  ounce  and  less  than  $500  per  ounce; or

          3.5,  if the Average Gold Price for such fiscal quarter is equal to or
          greater  than  $500  per  ounce.

     Notwithstanding  any  provision  to  the contrary in this Section 1.01, the
     Parties  hereby  agree  and  acknowledge that (a) Star shall not, by reason
     only  of this Section 1.01, be obligated to develop or exploit, or to cause
     the development or exploitation of, the Tocantinzinho Project, or otherwise
     to cause Star to sell, at any particular time or in any particular amounts,
     gold  mined  from  the  Tocantinzinho  Project.

1.02.  Default  Interest. Star hereby agrees that any amounts due to the Royalty
     Holders  pursuant to Section 1.01 and not paid within 60 days following the
     end of such fiscal quarter shall accrue interest at the Base Rate plus 3.0%
     per  annum.

1.03.     Definitions.  The  following  terms shall have the following meanings:

     "Average Gold Price" means, with respect to any fiscal quarter, the average
     of  the  London  P.M.  Gold  Price  Fixes, if any, for each day during such
     fiscal  quarter.

     "Base  Rate"  means,  a  fluctuating interest rate per annum in effect from
     time  to time, which rate per annum shall at all times be equal to the rate
     of interest announced publicly by Citibank N.A. in New York, New York, from
     time  to  time,  as  Citibank  N.A.'s  base  rate.

     "London P.M. Gold Price Fixes" means, for any day, with respect to (a) gold
     from concentrate, the London final gold prices for such day as published in
     Platt's  Metals  Week (or, if such publication is no longer available, such
     other  leading  publication  for London gold prices as may be determined by
     Star in its reasonable discretion); and (b) gold from dore , the fixing per
     fine  troy  ounce  (in U.S. dollars) for gold as announced at the afternoon
     London Gold Fixing for such day; provided that, if (a) the afternoon London
     Gold  Fixing  shall  not  have  occurred for such day, the "London P.M Gold
     Price  Fixes" for gold from dore for such day shall be the fixing price per
     fine  troy  ounce  (in  U.S.  dollars) for gold as announced at the morning
     London  Gold  Fixing  for such day; and (b) the London Gold Fixing shall no
     longer  be  a  leading indicator of gold prices, such other index as may be
     selected  by  Star  in its reasonable discretion shall be used to determine
     the  "London  P.M.  Gold  Price  Fixes"  for  purposes  of  this Agreement.

<PAGE>

                                  SCHEDULE "D"

REFERRED  TO  IN  THE  AGREEMENT  DATED FOR REFERENCE THE 31ST DAY OF JULY, 2003
BETWEEN  DENNIS  MOORE  AND  ALAN  CARTER  AND  STAR  RESOURCES  CORP.

                              CONSULTING AGREEMENT


                          CONSULTING SERVICES AGREEMENT

THIS  AGREEMENT  made  as  of  the  31st  day  of  July,  2003.

BETWEEN:

              DENNIS  MOORE
              Recreo  21A,  San  Miguel
              Allende,  Guanajuato,  37700,  Mexico

              (hereinafter  called  the  "Consultant")

                                                               OF THE FIRST PART

AND:

              STAR  RESOURCES  CORP.
              c/o  10th  Floor,  595  Howe  Street
              Vancouver,  British  Columbia
              V6C  2T5

             (hereinafter  called  the  "Company")

                                                              OF THE SECOND PART

WHEREAS:

A    The  Company  is desirous of engaging the Consultant, and the Consultant is
     ready,  willing  and able, to carry out and provide advisory and consulting
     services  (the  "Work")  on  the  terms  and  conditions, herein set forth.

NOW  THEREFORE  THIS  AGREEMENT WITNESSES THAT, in consideration of the premises
and of the sums herein provided to be paid by the Company to the Consultant, and
of  the mutual covenants and undertakings to be performed hereunder, the parties
agree  as  follows:

                                    ARTICLE I
                    AGREEMENT TO PROVIDE CONSULTING SERVICES

1.01 The Consultant will carry out the Work for the Company in the areas and the
     rates  described  in Schedule "A" hereto for a period of 18 months, subject
     to  adjustment  as  described  in  Section  5.01  hereof.

1.02 The  Consultant  will carry out the Work in consultation with and under the
     direction  of  Leendert  G. Krol, President of the Company and covenants to
     conduct  the  Work  in  a businesslike manner, in keeping with professional
     practices  in  the  industry  and  in  a  safe  and  lawful  manner.
<PAGE>

                                   ARTICLE II
                                    REPORTING

2.01 The Consultant will, if required, provide the Company with regular progress
     reports,  in  such  form as the Company may reasonably require. All reports
     and  copies  thereof  are  to  be directed to the attention of:

               Leendert G. Krol,  President
               3603  East  2nd  Avenue
               Denver,  Colorado  80206
               Telephone:  (303)  339-3597

2.02 The information contained in such reports will be the exclusive property of
     the  Company.

2.03 The  reports  and advice of the Consultant are not offered, and will not be
     used  by  the Company for purposes of inducing investment to be made in the
     Company  unless  the  consent  of  the  Consultant  thereto is first given.

                                   ARTICLE III
                                 INDEMNIFICATION

3.01 In  the  event  the  Company  shall  use  the  advice  or  report(s) of the
     Consultant  in any way as an inducement or representation to others to rely
     thereon without the prior consent of the Consultant and such holding out or
     representation  or inducement shall become the subject of any claim for any
     loss,  demand,  cost,  damage,  action,  suit or proceeding whatsoever, the
     Company  covenants to indemnify and save the Consultant harmless therefrom,
     it  being understood that such indemnification shall survive termination of
     this  Agreement  for  a  period  of  two  years.

                                   ARTICLE IV
                                    ACCOUNTS

4.01 The  Consultant  shall within fifteen (15) days after the end of each month
     during  which  the  Work is performed provide the Company with receipts and
     vouchers  for  out-of-pocket  and  other  expenses  incurred  and materials
     supplied  by  the  Consultant under, and in accordance with, this Agreement
     during  the  period  to  which  such  statement  relates.

4.02 The  Company  shall,  within  fifteen  (15)  days of receipt at its Houston
     office  (address  below) of each itemized statement of account furnished by
     the  Consultant,  pay the Consultant all costs and charges on disbursements
     shown  in  such  itemized  statement  of  account.

          2000  South  Dairy  Ashford,  Suite  510
          Houston,  Texas  77077

                                    ARTICLE V
                                   TERMINATION

5.01 The term of this agreement shall be 18 months provided that if the Company,
     during  the  18  month  period,  terminates  its  option  to  purchase  the
     Tocantinzinho  Project,  the  Company  may  concurrently  terminate  this
     agreement.

5.02 The  Company  shall be liable to pay the Consultant for all Work undertaken
     and  expenses  incurred  by  the  Consultant  to  the  effective  date  of
     termination,  it  being  understood that, if the Company has/have requested
     the  Consultant  to  engage  any  person  expressly  for  the Work and such
     person's  engagement  is  terminated  as  a  result  of  operation  of this
     Subsection,  the  Company shall be responsible for the employment severance
     cost  of  such  person  to  the  Consultant.
<PAGE>

                                   ARTICLE VI
                                   ASSIGNMENT

6.01 The Consultant shall not assign any of its rights or obligations under this
     Agreement  without  the  prior  written  consent  of  the  Company.

                                   ARTICLE VII
                           AMENDMENT OF THIS AGREEMENT

7.01 The  terms  and conditions of this Agreement may be altered only by written
     form  of  amendment  duly  executed  by  both  parties  hereto.

                                  ARTICLE VIII
                                     NOTICE

8.01 Any  notice  required or permitted to be given hereunder by any party shall
     be deemed to have been given on the day such notice is delivered in writing
     to  the  addresses  as  set  out in the front page of this Agreement or, if
     verbal,  when  communicated  personally  or by telephone or by email to the
     party  to  whom  it  is  directed and confirmed in writing delivered within
     three  days;  written notice shall be directed to the address of such party
     herein  before set out or such other address of which written notice may be
     given  from  time to time; notice sent by registered mail will be deemed to
     have  been delivered at the earlier of the time when the receipt thereof is
     signed  by  the  addressee  and  seventy-two  (72)  hours after the posting
     thereof  in  any  Post  Office.

                                   ARTICLE IX
                                  FORCE MAJEURE

9.01 If any party is prevented or delayed from performing any of the obligations
     on its part to be performed hereunder by reason of force majeure, including
     but  not  limited  to  Act of God, strike, threat of imminent strike, fire,
     flood, war, insurrection or riot, mob violence or requirement or regulation
     of  government  which cannot be overcome by reasonable and lawful means and
     the  use of the facilities normally employed in performing such obligation,
     then  and in any such event, and so often as the same shall occur, any such
     failure  to  perform shall not be deemed a breach of this Agreement and the
     performance  of any such obligation shall be suspended during the period of
     disability.  The  parties  agree  to  use  all due diligence to remove such
     causes  of  disability  as  may  occur  from  time  to  time.

                                    ARTICLE X
                         CONFIDENTIALITY OF INFORMATION

10.01 The Consultant shall take all reasonable precautions to ensure that he and
     his  employees,  if  any,  keep confidential any information concerning the
     Work  carried out under this Agreement and, without limiting the generality
     of the foregoing, shall instruct his employees and mark as confidential any
     and  all information relating to the project or the Company's programs with
     respect  thereto  and  shall  prohibit  access  by any other persons to the
     information  in  the  absence  of written permission for such access by the
     Company.

                                   ARTICLE XI
                                 APPLICABLE LAW

11.01  This  Agreement  shall  be  governed by and any dispute arising hereunder
     shall  be determined in accordance with the laws of the Province of British
     Columbia.
<PAGE>

                                   ARTICLE XII
                                    DISPUTES

12.01  Any  dispute  between  the parties concerning any matter or thing arising
     from  this Agreement shall be referred to a mutually agreeable professional
     who  is  knowledgeable  in  the  mining  industry.

12.02  The decision of the professional referred to in Subsection 12.01 shall be
     final  and  binding  upon  the  parties.

12.03 Failing agreement on appointment of a professional under Subsection 12.01,
     any disagreement or dispute shall be resolved by resort to law and shall be
     referred  to  the  jurisdiction  of  the  Courts  of  the  State  of Texas.

                                  ARTICLE XIII
                                OTHER AGREEMENTS

13.01  This  Agreement constitutes the complete agreement between the Consultant
     and the Company and with respect to subject matter treated herein and shall
     not  be  varied in its terms by oral agreement, representation or otherwise
     except an instrument or instruments in writing dated subsequent to the date
     hereof  and  executed  by  the  duly  authorized  representatives  of  the
     Consultant  and  the  Company,  and  this  Agreement  supercedes  all prior
     agreements,  memoranda,  correspondence,  communication,  negotiations  or
     representations,  whether  oral or written, express or implied, between the
     parties  with  respect  to  the  subject  matter.

                                   ARTICLE XIV
                                    ENUREMENT

14.01  This  Agreement  shall  enure  to  the benefit of and be binding upon the
     parties  hereto  and  their  respective  successors  and permitted assigns.

IN WITNESS WHEREOF the parties have hereunto to have effect, caused their common
seal(s)  to  be affixed in the presence of their proper officers duly authorized
in  that  regard  the  day  and  year  first  above  written.

STAR  RESOURCES  CORP.

Per:       /s/  Brian  C.  Irwin
         -----------------------
         Authorized  Signatory
SIGNED,  SEALED  AND  DELIVERED
BY  DENNIS  MOORE  in  the  presence  of:


Name
                                        /s/  Dennis  Moore
                                        --------------------
                                        DENNIS  MOORE
Address


Occupation


<PAGE>

                                  SCHEDULE "A"

                               Description of Work

The  Consultant  shall  be  engaged as a consultant to the Company to assist the
Company  under  the direction of Leendert G. Krol, President, in connection with
the exploration and development of the Tocantinzinho Project and the acquisition
of  additional  properties  in  the  Tapajos  region  of  Brazil.

                         Schedule of Consultant's Rates

Fees         US$7,000  per  month.

Expenses  The  Company will reimburse the Consultant for all reasonable expenses
     properly incurred with prior written authorization of the Company.

Finder's  Fee  If  as  a  direct  result of the activities of the Consultant the
     Company  or  any of its subsidiaries completes an acquisition of additional
     mineral  interests  in the Tapajos Region of Brazil, the Company will grant
     to the Consultant an option to purchase not less than 100,000 shares of the
     Company  for a five year period at the market price at the time of grant of
     the  option.






























</TEXT>
</DOCUMENT>
