EXHIBIT
      10.2

    


    


    


    Prepared
      by and when recorded, please return to:

    


    
      	
              Porter
                & Hedges, LLP

            
	
              1000
                Main, 36th
                Floor

            
	
              Houston,
                Texas 77002

            
	
              Attention:
                Ephraim del Pozo

            


    

    


     

     

    CONVEYANCE
      OF OVERRIDING ROYALTY INTEREST

    


    THIS
      CONVEYANCE OF OVERRIDING ROYALTY INTEREST (“Conveyance”)
      dated
      as of October 22, 2008, to be effective as of the Effective Time, is made by
      RANCHER
      ENERGY CORP.,
      a
      Nevada corporation doing business in the State of Wyoming as RANCHER
      ENERGY OIL & GAS CORP.
      (the
“Grantor”),
      to
      and in favor of GASROCK
      CAPITAL LLC,
      a
      Delaware limited liability company (the “Grantee”).

    


    ARTICLE
      I

     

    Defined
      Terms

     

    Section
      1.1. Defined
      Terms.
      When
      used in this Conveyance or in any exhibit or schedule hereto (unless otherwise
      defined in any such exhibit or schedule), the following terms have the
      respective meanings assigned to them in this section or in the sections,
      subsections, exhibits and schedules referred to below:

     

    “Affiliate”
means,
      with respect to a specified Person, another Person that directly, or indirectly
      through one or more intermediaries, Controls or is Controlled by or is under
      common Control with the Person specified.

     

    “Control,”
for
      purposes of further defining “Affiliate,” means the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      or
      policies of a Person, whether through the ability to exercise voting power,
      by
      contract or otherwise. For the purposes of this definition, and without limiting
      the generality of the foregoing, any Person that owns directly or indirectly
      10%
      or more of the equity interests having ordinary voting power for the election
      of
      the directors or other governing body of a Person will be deemed to “control”
such other Person. “Controlling”
and
      “Controlled”
have
      meanings correlative thereto.

     

    “Credit
      Agreement”
means
      that certain Term Credit Agreement dated October 16, 2007 between Grantor,
      as
      borrower, and Grantee, as lender, as amended by the First Amendment thereto
      dated October 22, 2008 and as the same may be further amended, restated or
      supplemented from time to time.

     

    “Effective
      Time”
means
      7:00 a.m. M.S.T. on October 1, 2008.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Fixed
      Rate”
means,
      for any day, the rate that is the lesser of (a) twelve percent (12%) per annum,
      based on actual days elapsed and a year of 360 days or (b) the maximum of
      interest allowed by applicable Law.

     

    “Hydrocarbons”
means
      oil, gas, drip gasoline, natural gasoline, condensate, distillate, liquid
      hydrocarbons, gaseous hydrocarbons and all products refined or separated
      therefrom

     

    “Law”
means
      any statute, law, regulation, ordinance, rule, treaty, judgment, order, decree,
      permit, concession, franchise, license, agreement or other governmental
      restriction of the United States or any state or political subdivision thereof
      or of any foreign country or any department, province or other political
      subdivision thereof. Any reference to a Law includes any amendment or
      modification to such Law, and all regulations, rulings, and other Laws
      promulgated under such Law.

     

    “Leasehold
      Interest”
means
      an interest in Hydrocarbons arising from ownership relating to an oil, gas
      and/or mineral lease.

     

    “Option
      to Repurchase”
means
      Grantor’s option to repurchase one-third of the aggregate combined overriding
      royalty interest consisting of the Overriding Royalty Interest granted hereunder
      and the Original Overriding Royalty Interest granted under the Original
      Conveyance of Overriding Royalty Interest, pursuant to the Credit Agreement.
      Grantor’s option must be exercised, if at all, no later than April 30, 2009 or
      such earlier date as may be provided in the Credit Agreement.

     

    “Original
      Conveyance of Overriding Royalty Interest”
means
      that certain Conveyance of Overriding Royalty dated October 16, 2007 made by
      Grantor to and in favor of Grantee which was duly recorded at #941798, Book
      1321, Page 792 of the official public records of Converse County, Wyoming and
      at
      #831005 of the official public records of Natrona County, Wyoming.

     

    “Original
      Overriding Royalty Interest”
means
      the two percent (2.0%) of 8/8ths overriding royalty interest (proportionately
      reduced to Grantor’s Working Interest), granted by Grantor to and in favor of
      Grantee pursuant to the Original Conveyance of Overriding Royalty Interest,
      in
      and to all Hydrocarbons produced and saved from the Subject Interests described
      on Exhibit
      A
      attached
      thereto.

     

    “Overriding
      Royalty Interest”
has
      the
      meaning assigned to such term in Section
      2.1.

     

    “Overriding
      Royalty Interest Hydrocarbons”
means
      the Hydrocarbons attributable to the Overriding Royalty Interest.

     

    “Permitted
      Encumbrances”
      means:

     

    (a)
      the
      contracts, agreements, burdens, encumbrances and other matters set forth as
      being applicable to certain of the Subject Interests in the descriptions of
      such
      Subject Interests on Exhibit
      A
      hereto;

     

    (b)
      liens
      for taxes, assessments or other governmental charges or levies which are not
      due
      or which are being contested in good faith by appropriate action promptly
      initiated and diligently conducted and for the payment of which Grantor has
      reserved adequate funds;

     

    (c)
      liens
      of vendors, contractors, subcontractors, carriers, warehousemen, mechanics,
      laborers or materialman or other like liens arising by law or contract in the
      ordinary course of business for sums which are not due or which are being
      contested in good faith by appropriate action promptly initiated and diligently
      conducted and for the payment of which Grantor has reserved adequate
      funds;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)
      covenants, restrictions, easements, servitudes, permits, conditions, exceptions,
      reservations, minor rights, minor encumbrances, minor irregularities in title
      or
      conventional rights of reassignment prior to abandonment which do not materially
      interfere with the occupation, use and enjoyment by Grantor or Grantee of their
      respective interests in the Subject Interests in the normal course of business
      as presently conducted or to be conducted, materially impair the value thereof
      for the purpose of such business, or impair the value of the Overriding Royalty
      Interests;

     

    (e)
      liens
      and security interests in favor of Grantee or its Affiliates; and 

     

    (f)
      liens
      of operators under joint operating agreements or similar contractual
      arrangements with respect to Grantor’s proportionate share of the expense of
      exploration, development and operation of Hydrocarbon leasehold or fee interests
      owned jointly with others, to the extent that such liens secure sums which
      are
      not due or which are being contested in good faith by appropriate action
      promptly initiated and diligently conducted and for the payment of which Grantor
      has reserved adequate funds.

     

    “Person”
means
      an individual, corporation, general partnership, limited partnership, limited
      liability company, association, joint stock company, trust or trustee thereof,
      estate or executor thereof, court or governmental unit or any agency or
      authority thereof, or any other legally recognizable entity.

     

    “Specified
      Costs”
means
      Specified Taxes, Specified Marketing Costs, and Specified Transportation
      Costs.

     

    “Specified
      Marketing Costs”
means
      a
      charge for marketing the Overriding Royalty Interest Hydrocarbons that is equal
      to the fair and reasonable costs which would have been charged at the time,
      and
      in the same geographical area, in arm’s-length dealings with parties other than
      Affiliates of Grantor.

     

    “Specified
      Taxes”
means
      all ad valorem or property taxes assessed against the Overriding Royalty
      Interests and all conservation taxes, severance taxes or similar taxes assessed
      against or measured by production and severance of Overriding Royalty Interest
      Hydrocarbons or the value thereof. To the extent that any jurisdiction in which
      the Subject Lands are located also requires Grantor to withhold income taxes
      or
      similar taxes payable by Grantee, the taxes so withheld shall also be “Specified
      Taxes.”

     

    “Specified
      Transportation Costs”
means
      all
      costs paid by Grantor (or any other operator of Subject Interests on behalf
      of
      Grantor) to gatherers, processors or transporters for transporting Overriding
      Royalty Interest Hydrocarbons from the applicable lease to the point of sale
      or
      for processing
      Overriding
      Royalty Interest Hydrocarbons off of the Subject Lands to meet pipeline or
      transporter specifications and qualifications, provided however, that no such
      costs shall exceed fair
      and
      reasonable costs for the area which would have been charged at the time in
      arm’s-length dealings with parties other than Affiliates of
      Grantor.

     

    “Subject
      Hydrocarbons”
means
      that portion of the Hydrocarbons in and under and that may be produced from
      (or
      to the extent pooled or unitized, allocated to) the Subject
      Interests.

     

    “Subject
      Interests”
      means:

     

    (a)
      All
      right, title and interest of Grantor in the leases described in Exhibit
      A;
      and


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
      All
      right, title and interest of Grantor in and to, or otherwise derived from,
      all
      presently existing and valid Hydrocarbon unitization, pooling, or
      communitization agreements, declarations or orders and in and to the properties
      covered and the units created thereby (including all units formed under orders,
      rules, regulations, or other official acts of any federal, state, or other
      authority having jurisdiction, voluntary unitization agreements, designations
      or
      declarations, and so-called “working interest units” created under operating
      agreements or otherwise) relating to the properties described in subsection
      (a)
      above in this definition.

     

    “Subject
      Interests” does not include any overriding royalty interest, royalty interest,
      and/or mineral interest currently owned by Grantor in the leases described
      on
Exhibit
      A.

     

    “Subject
      Lands”
means
      the lands described or referred to in Exhibit
      A
      or in
      the leases described
      in Exhibit
      A.

     

    “Subject
      Wells”
means
      all wells now or hereafter located or pooled or unitized with the Subject Lands.
      

     

    “Unit”
means,
      in respect of each Subject Well or group of related Subject Wells, Grantor’s
      interest in Leasehold Interests covering the lands attributed to each such
      respective Subject Well or group of related Subject Wells for pooling,
      unitization and/or proration purposes, from time to time, whether so attributed
      to such Subject Well or group of related Subject Wells in order to comply with
      the terms of the applicable deed, oil and gas leases, pooling or unitization
      agreements, unit operating agreements or the like or in order to comply with
      the
      applicable rules and regulations of applicable governmental authorities related
      to pooling, unitization, well spacing or the like and, including without
      limitation any pooled (compulsory or voluntary) unit, production unit,
      regulatory unit, field-wide unit, or other similar designation or allocation
      of
      lands to such Subject Well or group of related Subject Wells.

     

    “Working
      Interest”
and
      “WI”
means
      Grantor’s share of the costs of operations conducted thereon (less applicable
      carried interests and non-consent working interests).

     

    Section
      1.2. Rules
      of Construction.
      All
      references in this Conveyance to articles, sections, subsections and other
      subdivisions refer to corresponding articles, sections, subsections and other
      subdivisions of this Conveyance unless expressly provided otherwise. Titles
      appearing at the beginning of any of such subdivisions are for convenience
      only
      and shall not constitute part of such subdivisions and shall be disregarded
      in
      construing the language contained in such subdivisions. The words “this
      Conveyance”, “this instrument”, “herein”, “hereof”, “hereunder” and words of
      similar import refer to this Conveyance as a whole and not to any particular
      subdivision unless expressly so limited. Unless the context otherwise requires:
      “including” and its grammatical variations mean “including without limitation”;
“or” is not exclusive; words in the singular form shall be construed to include
      the plural and vice versa; words in any gender include all other genders;
      references herein to any instrument or agreement refer to such instrument or
      agreement as it may be from time to time amended or supplemented; and references
      herein to any Person include such Person’s successors and assigns. All
      references in this Conveyance to exhibits and schedules refer to exhibits and
      schedules to this Conveyance unless expressly provided otherwise, and all such
      exhibits and schedules are hereby incorporated herein by reference and made
      a
      part hereof for all purposes.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II

     

    Granting
      Provisions

     

    Section
      2.1. Granting
      Clause.
      For a
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Grantor does hereby GRANT, BARGAIN, SELL, TRANSFER, ASSIGN,
      CONVEY, WARRANT and DELIVER to Grantee a one percent (1.0%) of 8/8ths overriding
      royalty interest (proportionately reduced to Grantor’s Working Interest) in and
      to all Hydrocarbons produced and saved from the Subject Interests described
      on
Exhibit
      A
      (the
“Overriding
      Royalty Interests”).
      In
      the event any Lease covers less than the full oil and gas estate in the Lands
      covered by the Lease, the Overriding Royalty Interests shall be reduced in
      the
      proportion that the oil and gas estate covered by the applicable Lease bears
      to
      the full and undivided oil and gas estate in the Lands.

     

    TO
      HAVE AND TO HOLD the Overriding Royalty Interests unto Grantee, its successors
      and assigns, forever. This Conveyance is made with full substitution and
      subrogation of Grantee in and to all covenants and warranties by others
      heretofore given or made.

     

    Section
      2.2. Non-Cost-Bearing
      Interest.
      Except
      for Specified Costs and except as otherwise specifically provided herein, the
      Overriding Royalty Interests shall be free and clear of, and shall bear no
      burden or part of, all “costs of production” as defined in the Wyoming Royalty
      Payment Act, W.S. § 30-5-301 through 305. 

     

    Section
      2.3. Measurement:
      Hydrocarbons Lost or Used.
      The
      Overriding Royalty Interests shall not apply to any Hydrocarbons that are
      unavoidably lost in the production thereof or in the compression, processing
      or
      transportation of Subject Hydrocarbons prior to the applicable point of sale
      or
      which are used by Grantor or the operator of any Subject Well for the production
      of Subject Hydrocarbons or for the compression or transportation thereof prior
      to the applicable point of sale, in each case only to the extent the same are
      lost or used in the course of operations which are being conducted prudently
      and
      in a good and workmanlike manner.

     

    Section
      2.4 Renewals
      and Extensions.
      This
      Conveyance and any overriding royalty interest granted hereunder shall apply
      to
      Grantor’s and any Affiliate’s, successor’s, assign’s, agent’s or
      representative’s of Grantor interests in all renewals and extensions, whether
      such renewals and extensions have heretofore been obtained or are hereafter
      obtained and whether or not the same are described in Exhibit
      A.
      

     

    For
      the
      purposes of the preceding paragraph, a new Hydrocarbon lease (as used in this
      paragraph, “lease”)
      that
      covers the same interest (or any part thereof) covered by a prior lease, and
      which is acquired within one year after the expiration, termination, or release
      of such prior lease, shall be treated as a renewal or extension of such prior
      lease. If a court of competent jurisdiction determines that, due to the
      acquisition or ownership by Grantor or any of its Affiliates, successors,
      assigns, agents or representatives of the Grantor, all or a portion of the
      fee
      interest associated with any of the leases (the “Grantor
      Fee”),
      the
      Overriding Royalty Interest associated with such lease has terminated, then
      Grantor or any of its Affiliates, successors, assigns, agents or
      representatives, as the case may be, shall immediately convey to Grantee a
      non-participating royalty interest in the Grantor Fee equal to the overriding
      royalty interests set forth in Section
      2.1
      with
      respect to the Grantor Fee. Such overriding royalty interest shall be reduced
      on
      a property-by-property basis in the proportion which the percentage of the
      oil
      and gas estate covered by the Grantor Fee in that property bears to one hundred
      percent (100%) of the oil and gas estate in that property. To the fullest extent
      allowed by applicable law, the royalty interest shall be conveyed by Grantor
      to
      Grantee with the same provisions, representations, warranties and covenants
      that
      are in this Conveyance.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

     

    Marketing
      of Overriding Royalty Interest Hydrocarbons and Distribution of
      Proceeds

     

    Section
      3.1 Nature
      of Marketing Arrangements.
      Grantor
      shall have the obligation to prudently market, or cause to be prudently
      marketed, the Overriding Royalty Interest Hydrocarbons on behalf of and for
      the
      account of Grantee in transactions with reputable purchasers, with each such
      marketing arrangement, including those arrangements relating to sales, treating,
      transportation, compression and processing, to be made upon terms and conditions
      (the “Marketing
      Terms and Conditions”)
      that,
      in the case of an arms-length sale to a third party, are the same terms and
      conditions under which Grantor sells its share of produced Hydrocarbons (with
      Grantee receiving the same consideration as Grantor and Grantor’s Affiliates
      receive), or in the case of any other sale (a) are the best reasonably
      obtainable in the general field or area, (b) are at least as favorable as
      Grantor or any Affiliate of Grantor obtains for Grantor’s share of the
      Hydrocarbons attributable to the Subject Interests or attributable to any other
      properties in the same field or general area, and (c) take into account and
      give
      due regard to the best interests of Grantee. No Overriding Royalty Interest
      Hydrocarbons are or will become subject to any sales arrangement whereby (i)
      payment for Overriding Royalty Interest Hydrocarbons is or can be deferred
      for a
      substantial period after the Month in which the Overriding Royalty Interest
      Hydrocarbons are delivered (i.e., in excess of 60 days), or (ii) payments may
      be
      made other than by checks, drafts, wire transfer or similar communications
      for
      the immediate payment of money. Grantor shall duly and prudently perform all
      obligations performable by it under any arrangements by which Overriding Royalty
      Interest Hydrocarbons are sold or otherwise marketed, and shall take all
      appropriate measures to enforce the performance under each such arrangement
      of
      the obligations of the other parties thereto. As to any third parties, all
      acts
      of Grantor in marketing the Overriding Royalty Interest Hydrocarbons and all
      sales or other marketing agreements executed by Grantor in accordance herewith
      shall be binding on Grantee and the Overriding Royalty Interests; it being
      understood that the right and obligation to market the Overriding Royalty
      Interest Hydrocarbons is at all times vested in Grantor, and Grantee does not
      have any such right or obligation. Accordingly, it shall not be necessary for
      Grantee to join in any production sales or marketing agreements or any
      amendments to existing production sales or marketing agreements. 

     

    Section
      3.2 Distribution
      of Funds.
      Grantee
      shall receive all payments for (or on account of) Overriding Royalty Interest
      Hydrocarbons on or before noon on the last business day of each month in which
      proceeds from sale are received by Grantor, net of Specified Costs. All payments
      shall be sent to Grantee by the purchaser of the Hydrocarbons from the Subject
      Interests by wire transfer or check to such account or location as Grantee
      may
      direct from time to time in writing. If any proceeds are received by Grantor
      for
      or on account of Overriding Royalty Interest Hydrocarbons, such proceeds shall
      immediately be paid to Grantee. Grantor shall cause to be prepared and executed
      such division orders, transfer orders, or instructions in lieu thereof, as
      may
      be necessary to cause payments to be made directly to Grantee by the purchaser
      of the Hydrocarbons from the Subject Interests.

     

    Section
      3.3 Production
      Records, Statements and Payments.
      Grantor
      shall keep full, true, and correct records of: (a) the Hydrocarbons produced
      from or attributable to the Subject Interests, and the portion attributable
      to
      the Overriding Royalty Interests, (b) all costs of production as defined in
      W.S.
§ 30-5-304, and all costs of marketing the Hydrocarbons produced from or
      attributable to the Subject Interests, and (c) any other records necessary
      to
      keep proper accounts in accordance with the provisions of this Conveyance.
      Such
      records may be inspected by Grantee or its authorized representatives and copies
      made thereof at all reasonable times. On or before noon on the last business
      day
      of each month in which proceeds from sale are received by Grantor, Grantor
      or
      Grantor’s oil and gas purchaser shall send to Grantee a statement setting forth:
      (i) the production from the Subject Interests for the applicable month, (ii)
      the
      portion of such production attributable to the Overriding Royalty Interests,
      (iii) to the extent Grantee does not receive direct payment of proceeds from
      sale of Overriding Royalty Interest Hydrocarbons pursuant to Section
      3.2
      above,
      the gross proceeds attributable to the sale of Overriding Royalty Interest
      Hydrocarbons and the Specified Costs allocable thereto, and (iv) such other
      data
      as Grantee may reasonably request in writing. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      IV

     

    Representations,
      Warranties and Covenants

     

    Grantor
      hereby represents, warrants and covenants for the benefit of Grantee as
      follows:

     

    Section
      4.1 Operations.
      The
      Subject Interests and properties unitized therewith are being (and, to the
      extent the same could adversely affect the ownership or operation of the Subject
      Interests after the date hereof, have during Grantor’s tenure of ownership been)
      maintained, operated and developed in a good and workmanlike manner, in
      accordance with prudent industry standards and in conformity with all applicable
      laws, rules, regulations and orders of all duly constituted authorities having
      jurisdiction and in conformity with all Hydrocarbon leases, deeds and other
      contracts and agreements forming a part of or pertaining to the Subject
      Interests. Grantor, directly or through appropriate agreements with the operator
      of the Subject Interests, has all governmental licenses and permits necessary
      or
      appropriate to own and operate the Subject Interests, and Grantor has not
      received any notices of any material violations in respect of any such licenses
      or permits. Grantor shall develop, operate and maintain the Subject Interests
      as
      would a prudent operator. Decisions with regard to the conduct of operations
      will be made by Grantor without considering the effect of the Overriding Royalty
      Interests as burdens on the Subject Interests. As to any portions of the Subject
      Interests as to which Grantor is not the operator, Grantor shall take all
      actions and exercise all legal rights and remedies as are available to it to
      cause the operator to so develop, maintain and operate such portions of the
      Subject Interests in accordance with this Section
      4.1.

     

    Section
      4.2. Title;
      Permitted Encumbrances.
      Grantor
      has good and defensible title to the Subject Interests, free and clear of all
      liens, security interests, and encumbrances except for Permitted Encumbrances.
      Such qualification as to Permitted Encumbrances is made for the sole purpose
      of
      limiting the representations and warranties of Grantor made herein, and is
      not
      intended to restrict the description of the Subject Interests, nor is it
      intended that reference herein to any Permitted Encumbrance shall subordinate
      the Overriding Royalty Interests to such Permitted Encumbrance or otherwise
      cause this Conveyance or any rights of Grantee hereunder to be made subject
      to,
      or reduced or encumbered by, such Permitted Encumbrance. Grantor hereby binds
      itself to WARRANT and FOREVER DEFEND all and singular title to the Overriding
      Royalty Interests unto Grantee, its successors and assigns, against every Person
      lawfully claiming or to claim the same or any part thereof. This Conveyance
      is
      made with full substitution and subrogation of Grantee in and to all covenants,
      representations and warranties by others heretofore given or made with respect
      to the Subject Interests.

     

    Section
      4.3. Leases,
      Deeds and Contracts; Performance of Obligations.
      The
      Hydrocarbon leases, contracts, servitudes, fees, deeds, and other agreements
      forming a part of the Subject Interests, to the extent the same cover or
      otherwise relate to the Subject Interests, are in full force and effect, and
      Grantor agrees to so maintain them, or to cause them to be so maintained, in
      full force and effect to the extent a prudent operator, without giving effect
      to
      the Overriding Royalty Interests or this Conveyance, would do so.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      4.4 Ad
      Valorem and Severance Taxes.
      Grantor
      shall timely pay and discharge (or cause to be paid and discharged) (a) all
      ad
      valorem taxes assessed against or with respect to the Subject Interests or
      any
      part thereof, and (b) all production, severance, excise and other taxes assessed
      against, or measured by, the Overriding Royalty Interest Hydrocarbons or the
      value, or proceeds, of the Overriding Royalty Interest Hydrocarbons.


     

    Section
      4.5. Imbalances.

     

    (a)
      Definitions.
      As used
      herein, “undertake”
means
      that an owner of production from a Subject Well takes a lesser share of
      Hydrocarbons produced from such Subject Well than the share which such owner
      is
      entitled to take by virtue of its ownership interest, determined without regard
      to any rights under any production balancing agreement or similar arrangement
      or
      any rights under common law with respect to production balancing, and
“overtake”
means
      that an owner of production from a Subject Well takes a greater share of
      Hydrocarbons produced from such Subject Well than the share which such owner
      is
      entitled to take by virtue of its ownership interest, again determined without
      regard to any rights under any production balancing agreement or similar
      arrangement or any rights under common law with respect to production balancing.
      If an owner undertakes, the amount of production not taken is “underproduction”
and
      if
      an owner overtakes, the extra share of production taken is “overproduction”.

     

    (b)
      No
      Undertakes Without Consent.
      Grantor
      will not undertake or overtake from a Subject Well (either for itself or on
      behalf of Grantee) if an Affiliate of Grantor is the party that would thereby
      be
      the party which overtakes or undertakes. Grantor may otherwise elect to
      undertake or overtake in its reasonable business judgment exercised for the
      benefit of itself and Grantee. If any undertake by Grantor occurs in violation
      of this subsection (b), the quantity of Overriding Royalty Interest Hydrocarbons
      for which Grantor must account to Grantee hereunder shall be determined (to
      the
      maximum extent allowed under applicable law) without regard
      thereto.

     

    (c)
      No
      Balancing From Other Properties.
      Grantor
      will not allow any Subject Interest to be subject to any production balancing
      arrangement under which one or more third Persons may overtake a portion of
      the
      production attributable to such Subject Interest as a result of undertakes
      or
      overtakes (or other actions or inactions) with respect to properties other
      than
      such Subject Interest. If, however, any overtake by any such third Person occurs
      in violation of this subsection (c), the quantity of Overriding Royalty Interest
      Hydrocarbons for which Grantor must account to Grantee hereunder shall be
      determined (to the maximum extent allowed under applicable law) without regard
      thereto. For the purposes of this subsection (c), a production unit in which
      all
      parties have uniform interests shall be considered to be a single Subject
      Interest.

     

    


    ARTICLE
      V

     

    Assignments
      and Transfers

     

    Section
      5.1. Assignment
      and Transfer by Grantee.
      Subject
      to Grantor’s Option to Repurchase, Grantee may sell, convey, assign, mortgage or
      otherwise dispose of any Overriding Royalty Interest (including its rights,
      titles, interests, estates, remedies, powers and privileges appurtenant or
      incident to such Overriding Royalty Interest under this Conveyance), in whole
      or
      in part. No change of ownership of any Overriding Royalty Interest shall be
      binding upon Grantor, however, until Grantor is furnished with copies of the
      original documents evidencing such change. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      5.2. Assignment
      and Transfer by Grantor.
      The
      Conveyance shall inure to the benefit of and be binding to the parties and
      their
      respective heirs, legal representatives, successors and assigns. 

     

    Section
      5.3. Covenants
      Running With the Subject Interests.
      All
      covenants and agreements of Grantor herein contained shall be deemed to be
      covenants running with the Subject Interests. All of the provisions hereof
      shall
      inure to the benefit of Grantee and its Affiliates, heirs, legal
      representatives, successors and assigns.

     

    ARTICLE
      VI

     

    Miscellaneous
      Provisions

     

    Section
      6.1. Further
      Assurances.
      Grantor
      agrees to execute and deliver to Grantee, and, to the extent it is within
      Grantor’s power to do so, to cause any third parties to execute and deliver to
      Grantee, all such other and additional instruments and to do all such further
      acts and things as may be necessary or appropriate to more fully vest in and
      assure to Grantee, from time to time, all of the rights, titles, interests,
      remedies, powers and privileges herein granted or intended so to
      be.

     

    Section
      6.2. No
      Waiver.
      The
      failure of Grantee to insist upon strict performance of a covenant hereunder
      or
      of any obligation hereunder, irrespective of the length of time for which such
      failure continues, shall not be a waiver of Grantee’s right to demand strict
      compliance in the future. No consent or waiver, express or implied, to or of
      any
      breach or default in the performance of any obligation hereunder shall
      constitute a consent or waiver to or of any other breach or default in the
      performance of the same or any other obligation hereunder. No provision of
      this
      Conveyance shall be deemed a waiver by Grantee of any rights granted to Grantee
      under applicable Law governing overriding royalty interests and the rights
      and
      privileges of the owners thereof.

     

    Section
      6.3. Applicable
      Law.
      WITHOUT
      REGARD TO PRINCIPLES OF CONFLICTS OF LAW, THIS CONVEYANCE SHALL BE CONSTRUED
      AND
      ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
      WYOMING.

     

    Section
      6.4. Severability.
      Every
      provision in this Conveyance is intended to be severable. If any term or
      provision hereof is determined to be invalid, illegal or unenforceable for
      any
      reason whatsoever, such invalidity, illegality or unenforceability shall not
      affect the validity, legality and enforceability of the remainder of this
      Conveyance.

     

    Section
      6.5. Notices.
      Unless
      otherwise stated herein, all notices authorized or required by the terms of
      this
      Conveyance shall be in writing and shall be delivered by United States Postal
      Service, courier or facsimile to the party to be notified, or by delivering
      such
      notice in person to such party. Notice shall be deemed effective only upon
      receipt by the party to whom such notice is directed. Any party may change
      its
      address for notice at any time by giving written notice of the new address
      to
      the other party in the manner set forth herein. For purposes of notice, the
      addresses of Grantor and Grantee shall be as follows:

     

    
      	
              GRANTOR

            	
              GRANTEE

            
	
              Rancher
                Energy Corp.

            	
              GasRock
                Capital LLC

            
	
              999
                18th
                Street, Suite 3400

            	
              1301
                McKinney Street, Suite 2800

            
	
              Denver,
                Colorado 80202

            	
              Houston,
                Texas 77010-2026

            
	
              Attention:
                John Works

            	
              Attention:
                Marshall Lynn Bass

            
	
              Facsimile:
                (702) 904-5698

            	
              Facsimile:
                (713) 300-1401

            
	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      6.6. NO
      LIABILITY OF GRANTEE; INDEMNITY.
      EXCEPT AS EXPRESSLY PROVIDED HEREIN WITH RESPECT TO DEDUCTION OR REIMBURSEMENTS
      OF SPECIFIED COSTS, NO GRANTEE INDEMNITEE SHALL EVER BE RESPONSIBLE FOR ANY
      PART
      OF THE COSTS, EXPENSES OR LIABILITIES INCURRED IN CONNECTION
      WITH:
       

      (A)
        THE EXPLORING, DEVELOPING, OPERATING, OWNING, MAINTAINING, REWORKING OR
        RECOMPLETING OF THE SUBJECT INTERESTS OR SUBJECT LANDS, ANY OBLIGATIONS OF
        GRANTOR WITH RESPECT TO ANY TAX PARTNERSHIPS BURDENING THE SUBJECT INTERESTS,
        THE PHYSICAL CONDITION OF THE SUBJECT INTERESTS OR THE SUBJECT LANDS, OR
        THE
        HANDLING, TREATING OR TRANSPORTING OF HYDROCARBONS PRODUCED FROM THE SUBJECT
        INTERESTS (INCLUDING ANY COSTS, EXPENSES, LOSSES OR LIABILITIES RELATED TO
        COMPLIANCE WITH OR VIOLATION OF AN ENVIRONMENTAL LAW OR OTHERWISE RELATED
        TO
        DAMAGE TO OR REMEDIATION OF THE ENVIRONMENT, WHETHER THE SAME ARISE OUT OF
        GRANTEE’S OWNERSHIP OF AN INTEREST IN PROPERTY OR OUT OF THE ACTIONS OF GRANTOR
        OR GRANTEE OR OF THIRD PARTIES OR ARISE OTHERWISE), OR

       

      (B)
        THE FAILURE BY GRANTOR TO HAVE GOOD AND DEFENSIBLE TITLE TO THE SUBJECT
        INTERESTS FREE AND CLEAR OF ALL BURDENS, ENCUMBRANCES, LIENS AND TITLE DEFECTS
        (INCLUDING ANY COSTS, EXPENSES, LOSSES OR LIABILITIES SUFFERED BY ANY GRANTEE
        INDEMNITEE AS A RESULT OF ANY CLAIM THAT SUCH GRANTEE INDEMNITEE MUST DELIVER
        OR
        PAY OVER TO ANY PERSON ANY PART OF THE OVERRIDING ROYALTY INTEREST HYDROCARBONS
        OR ANY PROCEEDS THEREOF AT ANY TIME PREVIOUSLY RECEIVED OR THEREAFTER TO
        BE
        RECEIVED BY SUCH GRANTEE INDEMNITEE), 

       

      AND
        GRANTOR AGREES TO INDEMNIFY, DEFEND AND HOLD EACH GRANTEE INDEMNITEE HARMLESS
        FROM AND AGAINST ALL COSTS, EXPENSES, LOSSES AND LIABILITIES INCURRED BY
        ANY
        GRANTEE INDEMNITEE (I) IN CONNECTION WITH ANY OF THE FOREGOING OR (II) IN
        CONNECTION WITH THIS CONVEYANCE, OR THE TRANSACTIONS, ACTIVITIES AND EVENTS
        (INCLUDING THE ENFORCEMENT OR DEFENSE THEREOF OR HEREOF) AT ANY TIME ASSOCIATED
        WITH OR CONTEMPLATED IN ANY OF THE FOREGOING OR (III) IN CONNECTION WITH
        ANY TAX
        PARTNERSHIP BURDENING ANY OF THE SUBJECT INTERESTS. SUCH INDEMNITY SHALL
        ALSO
        COVER ALL REASONABLE COSTS AND EXPENSES OF ANY GRANTEE INDEMNITEE, INCLUDING
        REASONABLE LEGAL FEES AND EXPENSES, WHICH ARE INCURRED INCIDENT TO THE MATTERS
        INDEMNIFIED AGAINST. AS USED IN THIS ARTICLE VI, “GRANTEE
        INDEMNITEES”
        MEANS GRANTEE AND GRANTEE’S SUCCESSORS AND ASSIGNS AND PURCHASERS (INCLUDING ANY
        PERSON WHO AT ANY TIME PURCHASES OVERRIDING ROYALTY INTEREST HYDROCARBONS),
        ALL
        OF THEIR RESPECTIVE AFFILIATES, AND ALL OF THE OFFICERS, DIRECTORS, AGENTS,
        BENEFICIARIES, TRUSTEES, ATTORNEYS AND EMPLOYEES OF THEMSELVES AND THEIR
        AFFILIATES.

       

      THE
        FOREGOING INDEMNITY SHALL SURVIVE ANY TERMINATION OF THIS
        CONVEYANCE.

    

     

    (Signatures
      and acknowledgments are on the following pages)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Conveyance is executed as of the acknowledgement date
      of
      each of the parties hereto, but shall be effective as of the Effective
      Time.

    


    


    GRANTOR:

    


    RANCHER
      ENERGY CORP.,

    a
      Nevada
      corporation d/b/a

    RANCHER
      ENERGY OIL & GAS CORP.

    


    


    By:   
      /s/
      John
      Works                                             


    John
      Works

    President
      and Chief Executive Officer

    


     

     

     

     

    
 

    
      
         

      

      
        Signature
          Page to Conveyance of Overriding Royalty Interest

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Conveyance is executed as of the acknowledgement date
      of
      each of the parties hereto, but shall be effective as of the Effective
      Time.

    


    GRANTEE:

    


    GASROCK
      CAPITAL LLC, 

    a
      Delaware limited liability company

    


    


    By:       
      /s/
      Marshall Lynn
      Bass                           


    Marshall
      Lynn Bass

    Principal

     

     

     

    
      
         

      

      
        
          Signature
            Page to Conveyance of Overriding Royalty
            Interest

        

        
          

        

      

      
         

      

    

     

     

    
      	STATE OF COLORADO	§
	 	§
	COUNTY
              OF DENVER	§ 


    

     

    The
      foregoing instrument was acknowledged before me this 22nd day of October 2008,
      by John Works, the President and Chief Executive Officer of Rancher Energy
      Corp., a Nevada corporation doing business in the State of Wyoming as Rancher
      Energy Oil & Gas Corp., on behalf of said corporation.

     

    
      
        	 	
                /s/Alyssa
                  Bodden                                   
                  

              
	 	
                Notary
                  Public

              
	 	 
	 	
                My
                  Commission Expires:
                  11/10/2008

              


      

    

     

    (SEAL)

    


    
       



    
      
         

      

      
        Acknowledgement
          Page to Conveyance of Overriding Royalty Interest

        
          

        

      

      
         

      

    

    
 

    
       

      
        	
                STATE
                  OF TEXAS

              	§
	 	§
	
                COUNTY
                  OF HARRIS

              	§ 


      

    

     

    This
      instrument was acknowledged before me on October 22, 2008 by Marshall Lynn
      Bass, Principal of GasRock Capital LLC, a Delaware limited liability company
      on
      behalf of said limited liability company.

    


    


    
       

      
        
          	 	
                   /s/
                    Linda J.
                    Rose                                              
                    

                
	 	
                  Notary
                    Public, State of Texas

                
	 	 
	 	My Commission Expires: October 21,
                  2011


        

      

       

    

    (SEAL)

    
       

    

     

    
      


      
        
           

        

        
          Acknowledgement
            Page to Conveyance of Overriding Royalty Interest