ex10-1.htm


    EXHIBIT
10.1

    AGREEMENT
of purchase and sale

    of a
share in the registered capital of

    LLC
Kondaneftegaz

    


    


    The city
of Khanty-Mansiysk, Khanty-Mansi Autonomous district of Tiumen
Region

    


    Date:
Second of July 2008

     

     

    Siberian Energy Group Inc.
registered by the Secretary of state of  Nevada 13 August 1997,
registration number С 17388-97,
location 275 Madison Avenue, 6th Floor, New York, NY 10016, USA
represented by the Chief Executive Officer David Zaikin,
hereinafter  referred to as the Seller of the one part
and

     

    Limited Liability Company Neftebitum
registered according to the Russian Federation law 12 April 2007 by the
Inspecorate of Federal Tax Service for city of Tyumen # 3, primary state
registration number 1077203022160, represented by General Director N. N.
Shadrin;

     

    The
citizen of the Russian Federation Sergey V. Prokopiev, date of birth 16
March 1958, passport XX XX XXXXXX issued 26 March 2003 by the
Department of Internal Affairs of the city of Kurgan, subdivision code 451-001,
registered at address: village of Redkino, Belozersky district, Kurgan
Region;

     

    The
citizen of the Russian Federation Oleg G. Shelepov, date of
birth 17 February 1966, passport XX XX XXXXXX issued 07 February
2001 by Passports and Visas Service of the Shchuchansky District Office of
Internal Affairs of Kurgan Region,  subdivision code 452-025,
registered at address: Klimov street, 39 -18, Kurgan;

    hereinafter
together referred to as the Buyers, of the other part have concluded the present
Agreement on the following:

    


    1. 
Under the present Agreement the Seller is to transfer into the property of the
Buyers, and the Buyers on the conditions, provided by the present Agreement, are
to accept and to pay the shares in the registered capital of the Limited
Liability Company Kodaneftegaz, registered in accordance with the legislation of
the RF by Interdistrict Inspectorate of the Federal Tax Service of Russia No 1 for
Khanty-Mansi Autonomous Area – Yugra, primary state registration number
1048600002901: in this case the ownership of the share of  nominal
value 5100 (five thousand one hundred) rubles comprising 51 % (fifty one per
cent) of the registered capital of LLC Kondaneftegaz is to be transferred to
Limited Liability Company
Neftebitum, the ownership of the share of  nominal value 250
(two hundred fifty) rubles comprising 2.5% (two point five per cent) of the
registered capital of LLC Kondaneftegaz is to be transferred to Sergey V. Prokopiev, the
ownership of the share of  nominal value 250 (two hundred fifty)
rubles comprising 2.5% (two point five per cent) of the registered capital of
LLC Kondaneftegaz is to be transferred to Oleg G. Shelepov.

    


    2. 
The sale value of the shares in the registered capital of LLC Kondaneftegaz,
comprising in totality 56% of its registered capital, is determined by the
agreement of the parties under the conditions of the this Agreement, to equal
their nominal value of 5600 (five thousand six hundred) rubles, which is to be
paid by the Buyers proportionally to their shares transmitted to their
ownership.

    


    3. 
The Seller transfers the shares to the Buyers at the moment of signing the
present Agreement, without making-out a transfer act.

    


    4. The
Buyers are to pay the shares in the registered capital of LLC Kondaneftegaz
within 30 days from signing of the present Agreement.

     

    5. The
Seller certifies the proper accounting in the books of LLC Kondaneftegaz of all
actual contractual transactions performed on behalf of the entity, confirms the
existence and the nature of liabilities at the moment of the shares
sale.

    


    6. The
Seller, the Buyers are to keep confidentiality for any issues, related to
execution and fulfillment
of obligations under the present Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7. In
connection with the transfer by the Seller of the majority of shares (comprising
in total 56% of the charter capital), which will not allow the seller to
determine in future the business activities of LLC Kondaneftegaz, the Buyers
take the following obligations:

     

    - to
determine as the main priority to LLC Kondaneftegaz to perform geological study
for the purpose of exploration and estimation of hydrocarbon deposits in
accordance with the license agreements for the Karabashsky 61 and Karabasheky 67
blocks in Kondinsky district of  Khanty-Mansi Autonomous Area - Yugra
of Tyumen Region on the basis of granted licenses registered by The Department
for Subsurface Use for Khanty-Mansi Autonomous Area - Yugra of the Federal
Agency for Subsoil Use on October 22, 2007 NoNo ХНМ 021163
НП and ХНМ 021163 НП
respectively.

    


    - to
provide financing of the works of LLC Kondaneftegaz via direct financing or
third party loans in the amounts necessary to comply with the licensing
agreements on Karabashsky 61 and Karabasheky 67 blocks.

    


    - In this
regard, relationships between the participants of LLC Kondaneftegaz between
themselves and the company itself are regulated by the Operating agreement,
which is to be signed at the time of signing of this Agreement.

    


    8. In
connection with the acquisition by LLC Neftebitum of the controlling share of
51% in the charter capital, which enables it to determine the decisions
undertaken  by LLC Kondaneftegaz, LLC  Neftebitum accepts
the following obligations:

    


    - accepts
obligations of a guarantor, which implies joint responsibility with LLC
Kondaneftegaz (in case the terms of clause 7 are not fulfilled) for repayment of
the loan or a portion of the loan at the time determined by the loan
agreement,

    


    9. The
Agreement comes into force from the moment of its signing by the parties and is
valid until the completion by the parties of their obligations regarding the
present Agreement.

    


    10. The Agreement
can be cancelled by mutual agreement of the parties over a period of its
validity. The dissolution of the Agreement is to be documented in writing
agreement of the parties.

    


    11.
Unilateral refusal to perform its liabilities under the present Agreement is not
allowed.

    


    12. The
Agreement is made in four copies having equal authority, one copy for each of
the parties, one copy is to handed over to the executive board of the legal
entity.

    


    13. All
amendments and addendums to the present Agreement are to be its integral parts
and valid, if they are accomplished in writing and signed by all parties of the
Agreement.

    


    1.3. As
for the rest, which not provided by the present Agreement, the parties are to be
governed by the legislation in force of the Russian Federation.

    


    


         The
Seller:

    


    


    /s/
David Zaikin 09-30-08

    


         The
Buyers:

    


    


    /s/
N. Shadrin (For Neftebitum)

    


    /s/
Sergey Prokopiev

    


    /s/
Oleg Shelepov

    


     

    


    
      
        
        

      

      
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