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AGREEMENT AND RELEASE

This Agreement
  and Release (the Agreement) is dated April 27, 2010 and is made
  by and between Bonanza Oil & Gas, Inc. (the Company), and Paul
  DiFrancesco (DiFrancesco).

WHEREAS,the Company is presently indebted to DiFrancesco in the amount of
TWO HUNDRED THIRTY FIVE THOUSAND DOLLARS ($235,000), which includes accrued
interest of $35,000 (the Debt);

WHEREAS, the Debt was incurred as a result of a loan that was provided to
the Company by DiFrancesco in October, 2008, as evidenced by the Promissory Note
attached hereto as Exhibit A;

WHEREAS, the Company and DiFrancesco have elected to enter into this
Agreement, pursuant to which the DiFrancesco will convert the Debt into
27,416,667 shares of common stock of the Company;

NOW,
THEREFORE, in consideration of the mutual conditions and covenants contained
in this Agreement, and for other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, it is hereby
stipulated, consented to and agreed by and between the Company and DiFrancesco
as follows:

| | 1. | DiFrancesco will
convert the Debt into 27,416,667 shares of common stock of the Company, which
shall be delivered by the Company to DiFrancesco in seven (7) equal installments
of 3,916,667 shares of common stock on April 29, 2010, May 3, 2010, May 10,
2010, May 17, 2010, May 24, 2010, May 31, 2010 and June 7, 2010, commencing on
April 29, 2010.                                                                                                                                                                                                                                                                                                      
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| | 2. | Each party shall be responsible for their own attorneys
      fees and costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 3. | Each party acknowledges and represents that: (a) they
      have read the Agreement; (b) they clearly understand the Agreement and
      each of its terms; (c) they fully and unconditionally consent to the terms
      of this Agreement; (d) they have had the benefit and advice of counsel of
      their own selection; (e) they have executed this Agreement, freely, with
      knowledge, and without influence or duress; (f) they have not relied upon
      any other representations, either written or oral, express or implied,
      made to them by any person; and (g) the consideration received by them has
      been actual and adequate.

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| | 4. | This Agreement contains the entire agreement and
      understanding concerning the subject matter hereof between the parties and
      supersedes and replaces all prior negotiations, proposed agreement and
      agreements, written or oral. Each of the parties hereto acknowledges that
      neither any of the parties hereto, nor agents or counsel of any other
      party whomsoever, has made any promise, representation or warranty
      whatsoever, express or implied, not contained herein concerning the
      subject hereto, to induce it to execute this Agreement and acknowledges
      and warrants that it is not executing this Agreement in reliance on any
      promise, representation or warranty not contained herein.                                                                                                                                         
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 5. | DiFrancesco releases and discharges the Company, the
      Companys employees, officers, directors, heirs, executors, successors,
      administrators, attorneys, insurers, and assigns from all actions, cause
      of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
      bills, specialties, covenants, contracts, controversies, agreements,
      promises, variances, trespasses, damages, judgments, extents, executions,
      claims, and demands whatsoever, in law, admiralty or equity, against the
      Company, that DiFrancesco or his executors, administrators, successors and
      assigns ever had, now have or hereafter can, shall or may, have for, upon,
      or by reason of any matter, cause or thing whatsoever, whether or not
      known or unknown, from the beginning of the world to the day of the date
      of this Agreement.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6. | This Agreement may not be modified or amended in any
      manner except by an instrument in writing specifically stating that it is
      a supplement, modification or amendment to the Agreement and signed by
      each of the parties hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 7. | Should any provision of this Agreement be declared or be
      determined by any court or tribunal to be illegal or invalid, the validity
      of the remaining parts, terms or provisions shall not be affected thereby
      and said illegal or invalid part, term or provision shall be severed and
      deemed not to be part of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 8. | The Parties agree that this Agreement is governed by the
      Laws of the State of Texas and that any and all disputes that may arise
      from the provisions of this Agreement shall be tried in
  the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| |    | Supreme Court, State of Texas, County of Harris. The
      Parties agree to waive their right to trial by jury for any dispute
      arising out of this Agreement.                                                                                                                                                                                    
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| | 9. | This Agreement may be executed in facsimile counterparts,
      each of which, when all parties have executed at least one such
      counterpart, shall be deemed an original, with the same force and effect
      as if all signatures were appended to one instrument, but all of which
      together shall constitute one and the same
Agreement.

IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first indicated above.

Bonanza Oil & Gas, Inc.



By:_/s/ William Wiseman____________________Name:
William Wiseman Title: CEO



/s/ Paul
DiFrancesco______________________________Paul DiFrancesco

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