NOTE AND WARRANT PURCHASE AGREEMENT

a.

The undersigned, WIND CITY, INC. , a Delaware corporation (“Purchaser”), hereby agrees to purchase a US$4,000,000 principal amount floating rate note due 2008 in the form attached as Schedule “A” (the “Note”) issued by Great South Land Minerals Ltd., a company organized under the laws of Australia (“GSLM”), guaranteed by Empire Energy Corporation International, a Nevada corporation (“Empire Energy”) (the “Guarantee”) and secured by certain direct and indirect assets of Empire Energy (the “Pledges”).

b.

Empire Energy shall issue warrants (the “Traunch A Warrants”) for the purchase of 26,666,667 shares of Class A Common Stock, $0.001 par value, of Empire Energy (“Common Stock”) (the “Traunch A Stock”) in the form attached hereto as Schedule “B-1” and warrants (the “Traunch B Warrants” and together with the Traunch A Warrants, the “Warrants”) for the purchase of 33,333,333 shares of Common Stock (the “Traunch B Stock”, and together with the Traunch A Stock, the “Stock”) in the form attached hereto as Schedule “B-2” , at an exercise price of US$0.15 per share to be exercisable at any time prior to 30 November, 2007 by providing 15 days prior written notice to Empire Energy. Upon the exercise of the Traunch A Warrants, Purchaser will redeem the Note and apply the proceeds of such redemption toward the payment of the exercise price for the Traunch A Warrants, with the excess of such proceeds paid to Purchaser upon redemption. The Note, the Warrants and the Stock are collectively referred to herein as the “Securities”.

c.

The Note and the Warrants are to be purchased for US$4,000,000, to be paid in cash at closing (the “Purchase Price”). All amounts are in United States Dollars unless otherwise specified.

d.

The proceeds of such Note will be used to fund the payment to Terrex Seismic (ACN 090 147 274) for the provision of seismic services already invoiced,

pursuant to Invoice No. G061001, dated October 1, 2006, by Terrex Seismic to GSLM and to fund the Drill Rig Purchase Arrangements, and the remainder will be used to pay closing expenses, including attorney’s fees, for working capital purposes and partial repayment of certain loans to Empire Energy.

e.

The net cash proceeds received by Empire from the exercise of the Warrants (other than from the redemption of the Note) will be used by Empire to fund continuing exploration by GSLM under the terms of the SEL 13/98 onshore petroleum license held by GSLM.

a.

Satisfactory evidence that Empire Energy is the legal and beneficial owner, free and clear of any liens or encumbrances, of (a) 5,100 shares, representing approximately 48% of the outstanding equity of Pacific Rim Foods Ltd. (“Pacific”) and (b) 100% of the outstanding equity of Cyber Finance Group Limited (“Cyber”) and that Cyber is the legal and beneficial owner, free and clear of any liens or encumbrances, of 7,281,407 shares (representing approximately 10.5% of the outstanding equity) in Zeehan Zinc Ltd. (“Zeehan”).

b.

Issuance of the Traunch A Warrants and Traunch B Warrants.

c.

Approval of the board of directors of Empire Energy and agreement of such number of holders of stock in Empire Energy which may be necessary in connection with the issuance of the Note and the Warrants, including with respect to the Antitakeover Laws (as defined below).

d.

Execution of the Put Agreement dated as of the date hereof between Purchaser and Cyber for the put of up to 4,500,000 shares of Zeehan stock to Purchaser at US$1.00 per share (the “Put Agreement”).

e.

Satisfaction of all regulatory requirements in connection with the issuance and sale of the Note and the Warrants, including without limitation termination or expiration of the waiting period under the Hart-Scott-Rodino Act, if required, any necessary oil, gas or drilling approvals, and any other regulatory or governmental approvals that are determined to be required;

f.

Delivery of an opinion by Australian counsel to GSLM;

g.

Delivery of an opinion by Ballard Spahr, as counsel to Empire Energy and GSLM; and

h.

Delivery of an opinion by British Virgin Islands counsel to Cyber.

a.

all relevant documentation and approvals as may be required, by applicable securities laws, regulations, policy statements and interpretations by applicable securities regulatory authorities and by applicable rules shall have been obtained;

b.

Empire Energy and GSLM shall have taken all necessary and appropriate action to authorize and approve the execution and delivery of this Note and Warrant Purchase Agreement, the issuance and delivery of the Note, Warrants, Guarantee and the Pledges, as applicable, and the other transactions contemplated by this Note and Warrant Purchase Agreement; and

c.

the representations and warranties of Empire Energy and GSLM set forth in this Agreement shall be true and correct as of the Closing.

a.

PURCHASER UNDERSTANDS THAT THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY.

b.

Purchaser is not an underwriter and acquired the Securities, solely for investment for its own account and not with a view to, or for, resale in connection with any distribution of securities within the meaning of the 1933 Act; and is not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and the undersigned has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge to any person the securities for which it hereby subscribes, or any part thereof; and it understands that the legal consequences of the foregoing representations and warranties to mean that it must bear the economic risk of the investment for an indefinite period of time because the Securities have not been registered under the 1933 Act, and, therefore, may be resold only if registered under the 1933 Act or an exemption from such registration is available.

c.

Purchaser understands the speculative nature and risks of investments associated with GSLM and Empire Energy and that there may not be any public market for the securities for herein.

d.

The Securities purchased herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, except in compliance with the 1933 Act and applicable state securities or “blue sky” laws.

e.

Purchaser represents that (i) it is able to bear the economic risk of the investment, (ii) it is able to hold the Securities for an indefinite period of time, (iii) it is able to afford a complete loss of its investment, (iv) it has adequate means of providing for its current needs and possible personal contingencies, (v) it has no need for liquidity in this investment; (vi) this investment is suitable for Purchaser based upon its financial situation and (vii) Purchaser, by reason of its business or financial experience, could be reasonably assumed to have the capacity to protect its own interests in connection with this transaction.

f.

The Purchaser has not purchased 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 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.

g.

The Purchaser is not an affiliate of Empire Energy nor is any affiliate of the Purchaser an affiliate of Empire Energy.

h.

The Purchaser, and each beneficial person for whom it is contracting hereunder, is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this purchase and the transactions contemplated hereunder.

i.

All information which the Purchaser has provided concerning the Purchaser is correct and complete as of the date set forth below, and if there should be any change in such information prior to the acceptance of this Agreement by Empire Energy, the Purchaser will promptly provide such information to Empire Energy.

a.

each of Empire Energy, its subsidiaries and, to the knowledge of Empire Energy, Zeehan is a valid and subsisting corporation duly incorporated and in good standing under the laws of its jurisdiction of incorporation. Empire Energy has no subsidiaries other than as set forth in Empire Energy’s reports filed with the United States Securities and Exchange Commission (“SEC”) for the year ended December 31, 2005 and any reports filed due to events which occurred in 2006, and Empire is the legal and beneficial owner, free and clear of any lien or encumbrances, of (a) 100% of the outstanding equity of GSLM, (b) 100% of the outstanding equity of Expedia International Limited, and (c) 100% of the outstanding equity of Bob Owen & Co.;

b.

except where a failure to comply with this representation would not result in a material adverse effect on the business, properties, operations, financial condition or results of operations of Empire Energy and its subsidiaries, each of Empire Energy and its subsidiaries is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction;

c.

to the knowledge of Empire Energy, except where a failure to comply with this representation would not result in a material adverse effect on its business, properties, operations, financial condition or results of operations, Zeehan is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction;

d.

Empire Energy, its subsidiaries and, to the knowledge of Empire Energy, Zeehan own, possess or has obtained, and is operating in compliance with, all governmental, administrative and third party licenses (including, without limitation, the SEL 13/98 onshore petroleum license held by GSLM), permits,

certificates, registrations, approvals, consents and other authorizations (including, without limitation, intellectual property rights in respect of (I) the Nanokey ball mill, (II) the Multistack, (III) the energy storage battery and (IV) the geopolymer) (collectively, “Permits”) necessary to own or lease (as the case may be) and operate its properties, and to conduct its businesses or operations as currently conducted, except such Permits the failure of which to obtain would not have a material adverse effect on the business, properties, operations, financial condition or results of operations of Empire Energy, and neither Empire Energy nor any of its subsidiaries has received any notice of proceedings relating to the revocation, modification or suspension of any Permits), if such proceedings would have a material adverse effect on Empire Energy, or any circumstance which would lead it to believe that such proceedings are reasonably likely;

e.

the business and operations of Empire Energy and its subsidiaries have been conducted in accordance with all applicable laws, rules and regulations of all governmental authorities, except for such violations which would not, individually or in the aggregate, have a material adverse effect on the business, properties, operations, financial condition or results of operations of Empire Energy and its subsidiaries;

f.

to the knowledge of Empire Energy, the business and operations of Zeehan have been conducted in accordance with all applicable laws, rules and regulations of all governmental authorities, except for such violations which would not, individually or in the aggregate, have a material adverse effect on the business, properties, operations, financial condition or results of operations of Zeehan;

g.

as of the date hereof, the authorized capital of Empire Energy consists of 300,000,000 shares of Common Stock. Schedule 6(e) of this Agreement sets forth issued and outstanding capital of Empire Energy, including, but not limited to, shares of Class A Common Stock, shares of Class B Common Stock, exchangeable shares, options, warrants and other securities convertible into equity securities of Empire Energy (collectively, the “Outstanding Securities”) and includes the details of the shareholding, to the best of Empire Energy’s knowledge, of all of Empire Energy’s stockholders who hold 2% or more of the outstanding capital stock of Empire Energy. There are no other securities of Empire Energy issued, or, except as set forth in Section 6(e) of this Agreement, reserved for issuance, or authorized or outstanding. All of the Outstanding Securities are duly authorized, validly issued, fully paid and non-assessable and none were issued in violation of any preemptive or subscription rights of any person;

h.

Empire Energy will reserve or set aside sufficient shares of Common Stock in its treasury to issue the Stock issuable upon exercise of the Warrants, and all such Stock will upon payment of the recited consideration and issuance be duly and validly issued as fully paid and non-assessable;

i.

the issuance of Stock issuable upon exercise of the Warrants will not be subject to any pre-emptive right or other contractual right to purchase securities granted by Empire Energy or to which Empire Energy is bound;

j.

the issue and sale of the Securities and the Stock issuable upon exercise of the Warrants by GSLM or Empire Energy, as applicable, does not and will not conflict with, and does not and will not result in a breach of, any of the terms of its incorporating documents or any agreement or instrument to which GSLM or Empire Energy, as applicable, is a party;

k.

the stock of Zeehan to be sold upon exercise of the Put (as defined in the Put Agreement) does not and will not conflict with, and does not and will not result in a breach of, any of the terms of its incorporating documents or any agreement or instrument to which Cyber or Empire Energy, as applicable, is a party;

l.

(I) there is no “control share acquisition,” “combination with interested stockholders” provision of Nevada law (specifically, Nevada Revised Statutes, Sections 78.378 et. seq. and 78.411—78.444), or other similar anti-takeover provision under the articles of incorporation or by-laws of Empire Energy, the laws of the State of Nevada, or other antitakeover laws and regulations of any state (collectively, the “Antitakeover Laws”) that is or could become applicable to the Purchaser as a result of the issuance of Stock to the Purchaser upon exercise of any Warrants; (II) there is no restriction under any Antitakeover Laws on the ability of the Purchaser to vote the Stock in accordance with the terms thereof or to exercise their rights thereunder; and (III) the Purchaser has been approved as an interested shareholder by the board of directors of Empire Energy such that the prohibitions, restrictions, limitations and conditions of Sections 78.438 to 78.442 of the NRS do not apply to Purchaser;

m.

Empire Energy has complied and will comply fully with the requirements of all applicable corporate and securities laws in all matters relating to the transactions contemplated by this Agreement;

n.

there are no legal or governmental actions, suits, proceedings or investigations pending or, to Empire Energy’ knowledge, threatened, to which Empire Energy or any of its subsidiaries is or may be a party or of which property owned or leased by Empire Energy or any of its subsidiaries is or may be the subject, or related to environmental, title, discrimination or other matters, which actions, suits, proceedings or investigations, individually or in the aggregate, could have a material adverse effect on the business, properties, operations, financial condition or results of operations of Empire Energy;

o.

to the knowledge of Empire Energy, there are no legal or governmental actions, suits, proceedings or investigations pending or threatened, to which Zeehan is or may be a party or of which property owned or leased by Zeehan is or may be the subject, or related to environmental, title, discrimination or other matters, which actions, suits, proceedings or investigations, individually or in the aggregate, could

have a material adverse effect on the business, properties, operations, financial condition or results of operations of Zeehan;

p.

there are no judgments against Empire Energy or any of its subsidiaries, if any, which are unsatisfied, nor is Empire Energy or any of its subsidiaries, if any, subject to any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental body;

q.

to the knowledge of Empire Energy, there are no judgments against Zeehan, if any, which are unsatisfied, nor is Zeehan, if any, subject to any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental body;

r.

this Agreement, and all other documents contemplated hereby (the “Transaction Documents”) have been or will be by the Closing Date, duly authorized by all necessary action on the part of Empire Energy and GSLM, and Empire Energy and GSLM have full power and authority to undertake the Transaction Documents and all the transactions contemplated hereby;

s.

the Transaction Documents have been duly authorized, executed and delivered by Empire Energy and constitute valid and legally binding obligations of Empire Energy enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

t.

the Transaction Documents have been duly authorized, executed and delivered by GSLM and constitute valid and legally binding obligations of GSLM enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

u.

neither Empire Energy nor any of its subsidiaries is in violation of its organizational or incorporating documents nor in violation of, or in default under, any lien, mortgage, lease, agreement or instrument, except for such defaults which would not, individually or in the aggregate, have a material adverse effect on the financial condition, properties or business of Empire Energy or it subsidiaries;

v.

to the knowledge of Empire Energy, Zeehan is not in violation of its organizational or incorporating documents nor in violation of, or in default under, any lien, mortgage, lease, agreement or instrument, except for such defaults which

w.

subject to the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the 1933 Act, from the registration or qualifications requirements of the state securities or “blue sky” laws and regulations of any applicable state or other applicable jurisdiction;

x.

Empire Energy’ shares of Common Stock are quoted for trading on the National Association of Securities Dealers over-the-counter electronic bulletin board (the “OTCBB”);

y.

no order ceasing, halting or suspending trading in securities of Empire Energy nor prohibiting the sale of the Securities has been issued to and is outstanding against Empire Energy or its directors, officers or promoters, and, to the best of Empire Energy knowledge, no investigations or proceedings for such purposes are pending or threatened;

z.

neither Empire Energy nor any subsidiary thereof will have taken any action which would be reasonably expected to result in the delisting or suspension of quotation of Empire Energy’ shares of common stock on or from the OTCBB and Empire Energy will have complied, in all material respects, with the rules and regulations of eligibility on the OTCBB;

aa.

no person, firm or corporation acting or purporting to act at the request of Empire Energy is entitled to any brokerage, agency or finder’s fee in connection with the purchase and sale of the Securities described herein;

bb.

Empire Energy is a “reporting issuer” under section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and to Empire Energy’s knowledge is not in default of any of the requirements of the 1934 Act;

cc.

as of their respective filing dates, each report, schedule, registration statement and proxy filed by Empire Energy with the SEC (each, an “SEC Report” and collectively, the “SEC Reports”) (and if any SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement, then also on the date of filing of such amendment or superseding filing), (i) to Empire Energy’s knowledge where required, were prepared in all material respects in accordance with the requirements of the 1933 Act, or the 1934 Act, as the case may be, and the rules and regulations promulgated under such Acts applicable to such SEC Reports, (ii) did not contain any untrue statements of a material fact and did not omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) to Empire Energy’s knowledge ar