Exhibit 10.1

                           SALE AND PURCHASE OF SHARES
                                       in
                         ALPHA OIL & NATURAL GAS PTY LTD

                                 SALE OF SHARES

THIS AGREEMENT is made on the 12th day of April 2006

BETWEEN       NATURAL GAS CORPORATION PTY LTD (ACN 004 650 597)
              BATAVIA OIL & GAS PTY LTD (ABN 36 084 043 907)
              NATIONAL OIL & GAS PTY LTD (ABN 009 240 420)
              AUSTRALIS FINANCE PTY LTD (ABN 22 004 857 498)
              all of Level 25, 500 Collins Street, Melbourne Victoria 3000
              (hereinafter collectively called "the Vendors") of the one
              part

AND           AUSTRALIAN OIL & GAS CORPORATION (incorporated in Delaware) of
              2480 North Tolemac Way, Prescott, Arizona 86305, USA
              (hereinafter called "the Purchaser") of the other part.

WHEREAS:
--------

1.   ALPHA OIL & NATURAL GAS PTY LTD (ACN 088 272 726) of Level 25, 500 Collins
     Street, Melbourne Victoria 3000 (hereinafter called "the Company") is a
     Company incorporated pursuant to the Corporation Act 2001 in Victoria.

2.   The Company holds a 20% interest in the Browse Joint Venture and is the
     holder of 20% interest in each of petroleum exploration permits WA-332-P,
     WA-333-P and WA-342-P.

3.   The Vendors hold or are entitled beneficially to an aggregate 800,000
     Ordinary Shares each fully paid in the Company which are hereinafter
     referred to as "the Shares"; as set out in Schedule 4 attached hereto.

4.   The Purchaser has offered to purchase the Shares in return for the issue of
     2,000,002 shares of Common Stock in the Purchaser and the payment of
     AUD$100,000 (hereinafter called "the Consideration") and upon the terms and
     conditions hereinafter appearing, such Common Stock to be allocated between
     the Vendors as set out in Schedule 4.

4.   The parties hereto submit to the laws of Victoria, Australia and any action
     taken hereunder shall be taken in the appropriate court of such
     jurisdiction.

5.   It is a pre-condition of this agreement that an agreement of even date is
     entered into by the Purchaser to acquire the remaining outstanding capital
     of Nations Natural Gas Pty Ltd.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
-----------------------------------------

1.   Effective from the date hereof the Vendors shall sell to the Purchaser and
     the Purchaser shall purchase from the Vendors, the Shares.

2.   The Purchaser shall issue and deliver to the Vendors the Consideration on
     the Settlement Date, such consideration to be made against delivery by the
     Vendors to the Purchaser of executed registerable transfers of the Shares.
     Settlement Date shall be 14 days from the date hereof or the completion of
     audit of the Accounts as attached hereto, whichever is the later.

3.   On the Settlement Date the Vendors will hand to the Purchaser


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     (i)  the certificates in respect of the shares hereby agreed to be sold;
     (ii) properly executed transfers to the Purchaser of the shares;
     (iii) Balance Sheet of Alpha made up to 31 March 2006.

4.   The parties hereto covenant each with the other or others of them that such
     party will sign execute and do all such further documents acts matters and
     things as shall be requisite or necessary for effectuating the provisions
     of this agreement.

5.   Upon the execution hereof by the parties hereto all (if any) other prior
     contracts or agreements between the parties hereto in relation to or in any
     way affecting the matters the subject hereof shall be and become absolutely
     null and void and of no force or effect whatsoever.

6.   The sale and purchase has taken place on the faith and basis of the
     financial statements (Accounts) made up to 31 March 2006 attached hereto
     and each of the Vendors HEREBY COVENANTS with the Purchaser that the said
     Accounts are drawn up in accordance with the provisions of the Corporations
     Act 2001, other than comparative figures and that (without limiting the
     generality of the foregoing) proper and adequate provision has been made in
     the said Accounts for all liabilities whether present or contingent and
     other commitments and obligations of the Company so as to give a true and
     correct view of the state of affairs of the Company and that no material
     change detrimental to the interest of the Purchaser has taken place or will
     take place prior to the settlement date in the position of the Company as
     disclosed by the said Accounts.

7.   Each of the Vendors hereby covenants that it will indemnify and keep
     indemnified the Purchaser against all or any losses, damages, claims,
     demands arising out of a breach or breaches of the warranties contained in
     Schedule 1 hereof and against all debts, liabilities and penalties incurred
     by the Company up to and including the settlement date but not disclosed in
     the said Accounts and each of the Vendors further agrees to be responsible
     for the full amount of every such debt liability and/or penalty as and when
     it shall become ascertained and proved payable including any costs lawfully
     due in connection therewith.

8.   The Purchaser provides the Vendors with the warranties contained in
     Schedule 2 hereof.

9.   Time shall in all respects be of the essence of this agreement.

10.  In this agreement unless inconsistent with or repugnant to the context:

     (a)  The singular number shall include the plural number and vice versa;
     (b)  Reference to any particular gender shall include all other genders;
          and
     (c)  The word "person" includes "company" and vice versa.



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                                   SCHEDULE 1

                            WARRANTIES BY THE VENDORS

A)   Vendor's Warranties in Respect to the Company to the Purchaser

     Each Vendor hereby represents, warrants to and covenants with the
     Purchaser, with the intent that after the Settlement Date and completion of
     the sale and purchase of the Shares the provisions of this Clause shall
     remain in full force as warranties and be binding on the successors and
     assigns and personal representatives (as the case may be) of the Vendor,
     that:

     1)   that to the best of the Vendor's knowledge, information and belief
          that the assets of the Company are in good standing and in full force
          and effect and that the Company is not in default in the performance
          of any of its material obligations under them other than as agreed or
          approved by the Purchaser;

     2)   except as disclosed in this agreements or in the Disclosure Letter
          annexed hereto as Schedule 3, the assets of the Company are free from
          all overriding royalty interests, carried interests, net profit
          interests, mortgages, charges, pledges, bills of sale, liens and any
          other third party interests or encumbrances by whatever name called;

     3)   there are no material suits, actions, claims or demands pending or
          threatening against the Company, or the assets of the Company and
          there are no circumstances which exists which may give rise to a claim
          against the Company or the assets of the Company;

     4)   all activities conducted by the Company pursuant to the Agreements
          have been conducted in accordance with applicable laws, statutes,
          regulations, by-laws, ordinance and orders in council (including,
          without limitation, all environmental regulations) and that there is
          no outstanding breach thereof; and

     5)   the financial and tax position of the Company is as disclosed to the
          Purchaser in the Accounts;

     6)   the Accounts are drawn up in accordance with accepted Australian
          Accounting Standards other than comparative figures and that (without
          limiting the generality of the foregoing) proper and adequate
          provisions has been made in the said Accounts for all liabilities
          whether present or contingent and other commitments and obligations of
          the Company so as to give a true and correct view of the state of
          affairs of the Company and that no material change detrimental to the
          interest of the Purchaser has taken place or will take place prior to
          the Settlement Date in the position of the Company as disclosed by the
          said Accounts other than as agreed or approved by the Purchaser;

     7)   there are no material contracts, agreements, arrangements,
          acknowledgments, liabilities or obligations of any description
          (whether actual or contingent) entered into or incurred by the Company
          which have not been disclosed to the Purchaser in writing prior to the
          date hereof and no such contracts, agreements, arrangements,
          acknowledgments, liabilities or obligations will be entered into or
          incurred prior to the Settlement Date, save and except that as
          disclosed to the Purchaser in the Disclosure Letter annexed hereto as
          Schedule 3.

     8)   No dividends will be declared or paid by the Company prior to the
          Settlement Date;

     9)   the statutory books and books of account records of the Company were
          at the 30 day of June 2005 and still are and will until the Settlement
          Date continue to be written up to date in a proper manner;

     10)  there will not at the Settlement Date be any debentures or any
          borrowings outstanding to any person firm or company;



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     11)  the Company has cancelled all options previously granted and will not
          issue or grant any option nor will it issue any further capital or
          otherwise alter the structure of the share capital;

     12)  the Company has cancelled or met all previous agreements, other than
          as disclosed there are no subsisting agreements or contracts exist
          between the Company and any present or past members of the staff or
          directors of the Company for employment by the Company or for services
          to be provided for the Company;

     13)  all statutory returns particulars resolutions and other documents
          require to be filed or delivered on behalf of the Company have been
          correctly and properly made up and filed or delivered within the
          appropriate periods prescribed;

     14)  the Company is not engaged in any litigation or arbitration
          proceedings as plaintiff or defendant and that there are no such
          proceedings pending or threatened either by or against the Company and
          that there are no facts known to Vendor which are likely to give rise
          to any litigation or arbitration not is there any dispute with any
          taxation authority in relation to the affairs of the Company;

     15)  all payroll tax, receipt duty , sales tax, land tax, local authority,
          and water rates due and payable or which may become due and payable up
          to and including the Settlement Date have been paid or provided by the
          Company and that Vendor will indemnify the Purchaser for and pay and
          discharge any amount which the Company may be called upon to pay in
          respect of any assessment, re-assessment, amended assessment, default
          assessment, penalty, fine or other imposition now or hereafter raised
          against inflicted or levied on the Company in respect of such
          contributions rates or taxes;

     16)  all income tax and other returns required by all applicable laws have
          been duly lodged by the Company and the Company has made to the
          relevant taxation authorities a full and true disclosure of all the
          material things required for the assessment of the Company;

     17)  no petitions for winding up the Company have been presented and no
          orders have been made or effective resolutions passed for the winding
          up of the Company nor proceedings instituted or a meeting called with
          a view to obtaining any such orders or to pass any such resolutions;

     18)  no receiver of the undertakings or assets of the Company or any part
          thereof has been appointed nor have any judgements been obtained
          against the Company or any execution or process of any Court or other
          authority sued out against or levied or enforced upon the Company or
          its assets or any part thereof;

     19)  no person has any option to acquire any of the unissued shares of the
          Company;

     20)  no person has any charge or other security over any of the unissued
          shares in the Company;

     21)  the Shares will at the Settlement Date be entirely free and
          unencumbered and will not be subject to any liens charges or other
          encumbrances whatsoever or subject to any claim or right of any person
          firm or Company whatsoever other than the registered holder;

     22)  there are no dividends or distributions declared in favour of any
          shareholder and unpaid and that there are no emoluments or other
          advantages granted in favour of any member or director of the Company
          unpaid;

     23)  there are no wages holiday pay or long service leave entitlements due
          and unpaid up to and including the Settlement Date and that no claim
          with respect thereto will be made against the Company thereafter.


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                                   SCHEDULE 2

                             Purchaser's Warranties

1.   Litigation and Outstanding Undertakings, Preservation of Rights

To the best of the Purchaser's knowledge, information and belief:

(1)  the Purchaser in respect of its business and operations:

     (a)  has no unsatisfied fines, judgments or awards outstanding against it
          and is not party to any undertaking or assurance given to any court,
          arbitrator or government agency or tribunal which is still in force;
          and

     (b)  is not engaged in or threatened with prosecution, litigation or
          arbitration;

(2)  there are no facts or circumstances which are likely to lead to
     prosecution, litigation or arbitration involving the assets or business of
     the Purchaser;

(3)  the Purchaser in respect of its business and operations, is not involved in
     any proceeding before or investigation by any governmental or statutory
     appointee, agency, tribunal, committee or board of enquiry and no such
     proceeding or investigation is pending or threatened;

(4)  the Purchaser has full power and has obtained all necessary consents of all
     persons and authorities to own, operate and lease it assets and to conduct
     its business and operations;

(5)  the Purchaser has the legal right and power without obtaining the consent
     of any person or authority (other than as specifically referred to in this
     Agreement) to enter into this Agreement;

(6)  the beneficial ownership of the Shares will, on Settlement Date, vest in
     the Purchaser free from all Encumbrances;

(7)  the Purchaser is not an externally-administered body corporate under the
     Corporations Law and steps have not been taken by any person towards making
     the Purchaser an externally-administered body corporate;

(8)  a controller (as defined in the Corporation Act) has not been appointed of
     any of the property of the Purchaser or any steps taken for the appointment
     of such a person; and

(9)  the Purchaser has not been served with a demand under the Corporations Act
     which it is taken.

2.   Financial Matters

To the best of the Purchaser's knowledge, information and belief:

(1)  the business records of the Purchaser have been properly and accurately
     prepared in accordance with usual accounting concepts and practices;

(2)  the most recent balance sheet and profit and loss account of the Purchaser
     made up to 31 December 2005 (Balance Date) in all material respects:

     (a)  present a true and fair view of the profit or loss of the business and
          operations of the Purchaser for the accounting period expiring on the
          Balance Date and the state of affairs of the business and operations
          of the Purchaser at the Balance Date;



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     (b)  accurately disclose the assets and liabilities of the Purchaser in
          respect of the business and operations of the Purchaser at the Balance
          Date; and

     (c)  are not affected by any unusual or non-recurring item;

(3)  no material change detrimental to the interests of the Vendor has taken
     place in the financial position or business affairs of the Purchaser or the
     business or operations of the Purchaser;

(4)  the Purchaser has not, since the Balance Date, acquired any assets in
     respect of the business or operations of the Purchaser other than in the
     ordinary course of business; and

(5)  the Purchaser does not in respect of its business and operations have any
     debts or liabilities other than those debts and liabilities disclosed at
     the Balance Date.

3.   Statutory Returns

To the best of the Purchaser's knowledge, information and belief:

(1)  the Purchaser has completed and lodged all returns and statements required
     to be lodged by law with any agency, department, authority or commission
     and the returns and statements so lodged were true and correct in every
     respect; and

(2)  the books, records and registers of the Purchaser in respect of its
     business and operations have been kept in accordance with all statutory
     requirements.

4.   Employment

To the best of the Purchaser's knowledge, information and belief:

(1)  there are no existing, pending or threatened industrial disputes, whether
     between any trade union and the Purchaser or not, relevant to the conduct
     of its business and operations and the Purchaser is not aware of any claims
     or other facts or circumstances which may result in an industrial dispute
     and the Purchaser has no undisclosed agreements with any trade union; and

(2)  there are no claims for compensation or reinstatement as a consequence of
     termination of employment.

5.   Contracts

To the best of the Purchaser's knowledge, information and belief:

(1)  the Purchaser has not received notice of termination, rescission, avoidance
     or repudiation of any contract material to the business and operations of
     the Purchaser;

(2)  the Purchaser has the power and is entitled to accept Transfer of the
     Shares to be transferred to the Purchaser under this Agreement; and

(3)  there is no offer, tender or quotation given or made by the Purchaser in
     respect of its business and operations, other than in the ordinary course
     of business, and still outstanding capable of giving rise to a contract by
     unilateral act of a third party.

6.   General

To the best of the Purchaser's knowledge information and believe that:


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(1)  it has full power and authority to enter into this Agreement, and all
     necessary corporate action required for it to enter into this Agreement and
     to be bound by its terms and conditions has been effectively taken;

(2)  entry into this Agreement will constitute a legal, valid and binding
     agreement enforceable against Purchaser in accordance with its terms;

(3)  subject to the terms of the Agreement, the entry into this Agreement and
     performance of its terms and conditions by Purchaser does not contravene
     any law applicable to it nor any judgement or contract binding on it;

(4)  it is legally entitled to issue the Consideration.





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                                   SCHEDULE 3

                            VENDORS DISCLOSURE LETTER

Abbreviations used in this letter shall have the same meaning as given in the
Agreement to which this letter is attached.

              TO THE DIRECTORS OF AUSTRALIAN OIL & GAS CORPORATION

Each of the Vendors are selling all of their holding of shares and options in
Alpha Oil & Natural Gas Pty Ltd ("Alpha") on the basis of the financial
statements annexed hereto. The acquisition of Alpha is to be completed on the
basis that all other net assets of Alpha, other than Permits and information and
knowledge associated with them being distributed as the directors of Alpha shall
have decided prior to this Agreement in satisfaction of certain pre-settlement
obligations of Alpha. Any non permit-associated liabilities are to be discharged
prior to settlement

It is understood that the acquisition of the remaining shares in Alpha is being
made by AOGC in order to cost effectively acquire a 20% interest in the
remaining permits of the Browse Joint Venture, being permits WA-332-P, WA-333-P
and WA-342-P (see below). All past and accumulated outstanding liabilities of
Alpha associated with tenement acquisition, exploration and maintenance of the
permits were to be assumed by AOGC, such that it has been specifically agreed
that the transferors of shares in Alpha or Alpha itself shall not be obliged to
discharge these liabilities. However, with the sale of Alpha's interest in
WA-341-P, all liabilities have been discharged, including project related
liabilities.

The Vendors, being the selling shareholders of Alpha (other than Nations Natural
Gas Pty Ltd and Hawkestone Oil Pty Ltd) shall, upon satisfaction of all
conditions, be entitled to receive a consideration to be satisfied by the issue
of 2,000,002 shares in AOGC and the payment of AUD$100,000.

Liabilities of Alpha other than those associated with the permits (see above),
such as trade creditors, and amounts owing to directors and officers, shall have
been dealt with by Alpha prior to this Agreement to the satisfaction of each of
AOGC, Alpha and such creditors/optionholders. Completion of this transaction
shall signify AOGC's complete satisfaction with all arrangements made and of the
amounts remaining outstanding to creditors by Alpha.

Securities (if any) held by Alpha as trustee shall either be transferred to the
beneficiaries or shall, at the election of the beneficiaries, continue to be
held by Alpha as trustee for the beneficiaries.

Since negotiations for the acquisition commenced, Alpha has entered into
negotiations with ConocoPhillips for the sale of WA-341-P to ConocoPhillips and,
with the approval of AOGC, has sold its 20% interest in WA-341-P for the sum of
US$1,240,000 an amount substantially in excess of book value, which has now been
received by Alpha. Having regard to the level of consideration received by Alpha
and the discharge of all liabilities, AOGC has agreed to pay an amount of
AUD$100,000 as part consideration for the acquisition.



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                                   SCHEDULE 4


                     VENDORS AND ALLOCATION OF CONSIDERATION




                 VENDOR           NO. OF SHARES     NO. OF SHARES           $
                                       IN ALPHA           IN AOGC
-------------------------------   -------------     -------------    --------
Natural Gas Corporation Pty Ltd         100,000           250,000      12,500

Batavia Oil & Gas Pty Ltd               100,000           250,000      12,500

National Oil & Gas Pty Ltd              500,000         1,250,002      62,500

Australis Finance Pty Ltd               100,000           250,000      12,500
                                 --------------        ----------    --------
TOTAL                                   800,000         2,000,002     100,000
                                 ==============        ==========    ========



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SIGNED for and on behalf of AUSTRALIS FINANCE PTY LTD

by /s/ ERNEST GEOFFREY ALBERS its Managing Director and authorised officer in
the presence of:

/s/ FILIPPINA PERUGINI    Witness



SIGNED for and on behalf of NATURAL GAS CORPORATION PTY LTD

by /s/ ERNEST GEOFFREY ALBERS its Managing Director and authorised officer in
the presence of:

/s/FILIPPINA PERUGINI    Witness



SIGNED for and on behalf of BATAVIA OIL & GAS PTY LTD

by  /s/ ERNEST GEOFFREY ALBERS its Managing Director and authorised officer in
the presence of:

/s/ FILIPPINA PERUGINI    Witness


SIGNED for and on behalf of NATIONAL OIL & GAS PTY LTD

by /s/ ERNEST GEOFFREY ALBERS its Managing Director and authorised officer in
the presence of:

/s/ FILIPPINA PERUGINI    Witness




SIGNED for and on behalf of AUSTRALIAN OIL & GAS CORPORATION

by /s/ MARK A MUZZIN a Director and authorised officer in the presence of:

/s/ FILIPPINA PERUGINI    Witness




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