Exhibit 10.28




THIS DEED OF AGREEMENT is made on the 26 day of July  2006



BETWEEN
-------



     (1)  BALTIC  PETROLEUM  (E&P)  LIMITED  a  company  incorporated in England
          under  company  number  05303991 and whose registered office is at 6-8
          Underwood  Street,  London  N1  7JQ,  England  ("BP");  and

     (2)  SIBERIAN  ENERGY  GROUP  INC  a  corporation  incorporated  under  the
          laws  of  the  state  of  Nevada,  United States if America, and whose
          principal  place  of  business  is  located at 275 Madison Avenue, New
          York,  NY  10016,  United  States  ("SEG");  and

     (3)  OOO ZAURALNEFTEGAZ  a  limited  liability  company  incorporated under
          the  laws  of the Russian Federation under the main state registration
          number (ORGN) 1024500513950 located at 27 Lenin Street, Kurgan 640000,
          Kurgan  Oblast,  Russian  Federation  ("ZNG").

RECITALS
--------

     (A)  On 14th  October  2005  BP,  SEG  and  Zauralneftegaz  Limited,  a
          company  incorporated  in  England  under  company number 05525360 and
          whose  registered  office  is  at 6-8 Underwood Street, London N1 7JQ,
          England  ("ZL")  entered  into  a joint venture shareholders agreement
          ("JV  AGREEMENT")  relating  to  ZL.

     (B)  On 9th  November  2005  the  JV  Agreement  was completed and pursuant
          to  the  terms thereto a loan agreement ("LOAN AGREEMENT") was entered
          into  on  this  date  between  Caspian  Finance  Limited,  a  company
          incorporated  in  England  under  company  number  05530897  and whose
          registered office is at Millenium Bridge House, 2 Lambeth Hill, London
          EC4V  2AJ,  England  (and which is an associated company of BP) ("CF")
          (1)  and  ZNG  (a  100%  subsidiary  company  of  ZL)  (2).

     (C)  Pursuant  to  ongoing  discussions  between  SEG  and  BP  they  have
          agreed  to  enter  into  an  additional agreement and to address other
          matters  on  the  terms  as  detailed  herein.

     (D)  ZNG has  entered  into  this  Agreement  by  way  of  its agreement to
          its terms and its undertaking to execute all such documents and do all
          such  things  to  give  effect  to  the  said  terms.

<PAGE>

NOW  IT  IS  AGREED  AS  FOLLOWS:
---------------------------------

     1.   ADDITIONAL  DRAWDOWN

     In  consideration  of  SEG  entering  into this Agreement and effecting (or
     procuring  there  are  effected)  all  of  the matters detailed herein (and
     notwithstanding  that  such payments are not yet due for payment) BP agrees
     to  procure  that  CF  will allow the drawdown by ZNG within 10 days of the
     date  hereof  of certain of the sums detailed in clause 8.1 (b) of the Loan
     Agreement  and  being:

     (a)  the sum  of  $185,000  (ONE  HUNDRED  AND  EIGHTY FIVE THOUSAND UNITED
                                  ----------------------------------------------
          STATES  DOLLARS)  to  OOO Business Standard ("BS") in consideration of
          ---------------
          BS'  assistance  in  the  granting  to ZNG of the licences detailed at
          Items (A), (B) and (G) of Schedule 2 to the Loan Agreement in full and
          final  settlement of all sums due by ZNG to BS (and so that no further
          drawdown  shall  be  permissible  by  ZNG  under the Loan Agreement in
          respect  of  payments  to  BS);  and

     (b)  the sum  of  $170,000  (ONE  HUNDRED  AND  SEVENTY  THOUSAND  UNITED
                                  --------------------------------------------
          STATES  DOLLARS) to Messrs Victor Repin and Sergei Potapov in full and
          ---------------
          final  settlement  of  all  sums  due  to  them  by  ZNG;  and

     (c)  the sum  of  $44,000  (FORTY  FOUR  THOUSAND  UNITED STATES DOLLARS)to
                                 --------------------------------------------
          Mr  Mylarshikov in full and final settlement of all sums due to him by
          ZNG.

     2    FURTHER  LOANS

     2.1.1 The parties  agree  that,  subject  always  to  BP  (or all or any of
          its holding or subsidiary companies, including CF) being able to raise
          suitable  finance  on  terms acceptable to BP at its discretion on the
          international  capital markets and further subject to clause 3 hereof,
          it  is  intended  that  CF  and  ZNG  will  enter  into a further loan
          agreement  ("  NEW  LOAN  AGREEMENT")  on  terms acceptable to CF (but
          intended  by  the parties hereto to be on substantially the same terms
          as  the  Loan  Agreement including but not limited to interest amounts
          and  due  dates)  under  the terms of which CF will provide additional
          loans  to  ZNG  in  the  currently  envisaged  sum  of  approximately
          US$12,000,000  (TWELVE  MILLION  DOLLARS) to allow the carrying out of
          seismic  and  drilling  on  a  precise  drawdown under budget and work
          programme  terms  to be agreed between CF and the board of ZL ( acting
          on  behalf  of  ZNG)

     2.1.2 The parties  intend  that  upon  the  drawdown  of all sums under the
          New  Loan Agreement that they will consider raising project finance or
          similar  debt  to  refinance  the  loans  of  ZNG  and provide further
          financing  for  ZNG  from an investment grade institution (such as BNP
          Paribas)  subject  to  the  same  being available on commercial terms.

<PAGE>

     3    GROSS  OVERRIDE  ROYALTY

     3.1.1 Upon (and  conditional  on)  CF  and  ZNG  entering into the New Loan
          Agreement  detailed  in clause 2 above the SEG, BP and ZNG will at the
          same  time  enter  into  a  gross  override  royalty agreement in form
          acceptable  to  BP  in order to compensate BP and its shareholders for
          any  dilution  that  they  may  suffer  as  a  result of procuring the
          provision  of finance to ZNG detailed in clause and under the terms of
          which  ZNG shall grant a gross override royalty ("GOR") to BP equal to
          3%  of  the  gross  turnover  on  all production of oil and gas at the
          wellhead  in  Kurgan  by ZNG (or any holding, associated or affiliated
          company)  until  BP  shall have received the total aggregate figure of
          US20,000,000  (TWENTY MILLION UNITED STATES DOLLARS)("GOR SUM") in oil
                         ------------------------------------
          at  the  relevant  wellhead  and  at the oil valuation detailed in the
          financial  records  of  ZL  and  ZNG, which amount will be at the best
          achievable  price.

     3.1.2 In the  event  that  the  actual  sum loaned by or on behalf of BP to
          ZNG  under the New Loan Agreement is less than or greater than (as the
          case  may  be)  the sum detailed in clause 2.1 above then the value of
          the  GOR Sum shall be then decreased or increased (as the case may be)
          on  a  pro  rata  basis.

     3.1.3 BP shall  be  responsible  for  payment  of  all  of  the  relevant
          taxation  and the transport costs etc due on the export or sale of all
          or  any  oil  or  gas  extracted  under  the  GOR.

     3.1.4 SEG and  BP  agree  that  subject  to  ZNG  producing  sufficient
          cashflow  to service the interest and capital repayments due under the
          Loan  Agreement  and,  where applicable, the GOR, then BP and SEG will
          agree  that an amount out of distributable reserves of ZNG (and ZL) is
          allocated as available to pay distributions to SEG and BP on the terms
          of clause 10 of the JV Agreement during the term of payment of the GOR
          detailed  in  clause  3.1.3  above.

     4    GENERAL

     4.1  COUNTERPARTS

          This  Agreement  may  be  entered  into in any number of counterparts,
          all  of  which  taken  together  shall  constitute  one  and  the same
          instrument.  Any  party may enter into this Agreement by executing any
          such  counterpart.

     4.2  GOVERNING  LAW  AND  JURISDICTION

          This  Agreement  shall  be  governed  by  and  construed in accordance
          with  English Law and all of parties irrevocably agree that the courts
          of  England  shall  have  exclusive jurisdiction to settle any dispute

<PAGE>

          which  may  arise  out of or in connection with this the Agreement and
          that  waive  any  right  to  object to proceedings in any court on the
          basis  that  they  have  been  brought  in  an  inconvenient  form.

     4.3  ASSIGNMENT

          No  party  may  assign  this  Agreement to any other party without the
          written  consent  of  the  other  parties.

     4.4  OTHER  AGREEMENTS

          This  Agreement  shall  be  executed  as  a  deed  but  shall  not
          supersede  or  vary  the  JV  Agreement  of the Loan Agreement save as
          expressly detailed herein and shall be without prejudice to all or any
          rights  of  SEG  or BP under the JV Agreement . Each party confirms it
          has taken independent legal advice as to all matters in this Agreement
          and  the  fair  nature  of  the  same.

          IN  WITNESS  WHEREOF  THE  PARTIES  HAVE  THIS DAY SET THEIR HANDS AND
          SEALS.



            EXECUTED  AS  A  DEED  BY         )
            BALTIC PETROLEUM (E&P) LIMITED    )
            Acting by a director  and  a      )
            Director/ Secretary               )

                                                  /s/ Simon Escott
                                                  -----------------------------
                                                  DIRECTOR

                                                  /s/ Robert Wilde
                                                  -----------------------------
                                                  DIRECTOR/SECRETARY


            EXECUTED  AS  A  DEED  BY         )
            SIBERIAN  ENERGY  GROUP  INC      )
            Acting  by  David  Zaikin         )    /S/ DAVID ZAIKIN
            Chief  Executive  Officer         )


            EXECUTED  AS  A  DEED  BY         )
            OOO ZAURALNEFTEGAZ                )
            Acting by Oleg Zhuravlev          )   /s/  Oleg  Zhuravlev
            General  Director                 )

<PAGE>