ex102.htm


    Ranken
Energy Corporation

    417 W.
18th Street, Suite 101

    Edmond,
Oklahoma  73013-3663

    (405)  340-2363    Fax
(405)340-2365

    


    July 9,
2009

    


    Mr.
Douglas Bolen, President

    Delta Oil
& Gas, Inc.

    #604 -
700 W. Pender Street

    Vancouver,
BC  C6C 1G8

    


    RE:          Letter
Agreement

    Ranken Energy Corporation

    2009-1 Drilling Program

    Garvin County, OK

    Dear
Doug:

    


    This
Letter Agreement shall set forth the terms and conditions for your participation
in the Ranken Energy
Corporation (“REC”) 2009-1 Drilling Program located in Garvin County,
Oklahoma.  Specifically, you agree to participate with a 5.00% Working Interest,
subject to the following:

    


    
      	
               
      

            	
              1).  You
      agree to purchase an undivided 5.00% Working Interest
      in the 2009-1
      Drilling
      Program for a total Buy-In Cost of $13,125.00 ($262,500.00
      x 5.00%) which is
      your proportionate share.  The Buy-In Cost shall be invoiced on
      a unit by unit basis as each unit becomes ready to drill after all
      leasing/pooling takes place.  The Buy-In Cost shall be
      $52,500/unit.

            


    

    


    
      	
               
      

            	
              2).    Your
      initial Buy-In Cost includes all leasehold, whether force pooled or leased
      in support of the initial test well as referred to in the trade summary
      sections in the 2009-1Drilling Program
      technical brochure, geologic expenses, brokerage costs, seismic usage (if
      applicable), geophysical interpretations (if applicable), and
      overhead.

            


    

    


    
      	
               
      

            	
              3).  You
      agree to pay your Buy-In Cost, as well as your drilling cost, for the 1st
      well/unit upon the execution of this Letter
      Agreement.  In
      addition, you agree to pay your share of the Estimate Costs to Casting
      Point, along with subsequent Unit Buy-In Cost, within three (3) business
      days of receipt of an invoice, to be sent at a date prior to the SPUD Date
      of each well for the following:

            


    

    


    
      	
              Drilling:  Saddle
      Prospect

            	
              Saddle
      #1-28*

            	
              Garvin
      County, OK

            
	 
      	
              Saddle
      #2-28*

            	
              Garvin
      County, OK

            
	 
      	
              Saddle
      #3-28*

            	
              Garvin
      County, OK

            
	 
      	
              Saddle
      #1-27*

            	
              Garvin
      County, OK

            
	 
      	
              Saddle
      #2-27*

            	
              Garvin
      County, OK

            
	 
      	
              *Well
      names may change.

            	 
      


    

    


    
      	
              4).

            	
              You
      agree to participate in the Drilling Operations to casing point in the
      five wells as specified in Item #3 above, with your interest, bearing your
      proportionate share of a 12.5% carried Working
      Interest in all five wells.  Your Before Casing Point Interest
      “BCP” shall be 5.714286% and your After
      Casing Point Interest “ACP” shall be 5.00%.

            


    

    


    
      	
              5).

            	
              Your
      Net Revenue Interest Lease “NRI” in the 2009-1 Drilling
      Program shall be at 75%.

            


    

    


    
      	
              6).

            	
              You
      understand that one of the 40 acre spacing units is Held By Production
      (HBP).  Ranken Energy Corporation is currently in negotiations
      with the operator of this unit.  It is possible that this
      particular unit cannot be drilled.

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Letter
Agreement - Page 2

    

    
      July 9,
2009

    

    
      RED
2009-1 Drilling Program

    

    


    


    
      	
              7).

            	
              You
      acknowledge and understand that the 2009-1 Drilling
      Program required Forced Pooling under Oklahoma law and as such, the
      various Respondents have the right to participate in any
      well.  Should any Respondents elect to participate, then your
      participation interest may be proportionately reduced in the various
      spacing units.  Your drilling costs in the project will also be
      proportionately reduced
respectively.

            


    

    


    
      	
              8).

            	
              Should
      you agree to participate in any completion attempt in any well drilled in
      the 2009-1 Drilling
      Program, you agree to immediately forward your proportionate share
      of the Estimated Completion Costs, upon receipt of invoice, to Ranken
      Energy Corporation.

            


    

    


    
      	
              9).

            	
              You
      agree to become a signatory to a mutually agreeable Joint Operating
      Agreement “JOA” consistent with industry standards
    (enclosed).

            


    

    


    
      	
              10).

            	
              You
      acknowledge that you are a sophisticated & accredited investor and
      fully understand the inherent risks associated with oil & gas
      investing.  Further, you acknowledge that no return on
      Investment or Rate of Return has been guaranteed or promised, and, in
      fact, accept the possibility that you could lost 100% of your investment
      in this program.

            


    

    


    
      	
              11).

            	
              You
      further agree to complete the subscription agreement required by the
      Oklahoma Securities Commission (enclosed), if
  applicable.

            


    

    


    
      	
              12).

            	
              RISK FACTORS - The
      undersigned understands and agrees that the Working Interest described in
      the Brochure are not offered on a “Turn-Key” or similar fixed cost
      basis.  Purchasers of Working Interests will be required to pay
      for their proportionate share of all costs of drilling, completion, and
      operation of the Wells described in the Brochure on the financial basis as
      described in the Brochure.  The undersigned confirms that he/she
      has the financial capability of paying for his/her share of such costs of
      drilling, completing and operating the Wells and that such costs my exceed
      the initial estimated costs set forth
herein.

            


    

    


    Should
you agree with these terms and conditions expressed herein, please execute
this
Letter Agreement in the space provided below.

    


    Sincerely,

     

    


    /s/ Randolph L.
Coy                         


    Randolph
L. Coy

    President

    


    RLC/dks

    


    Agreed to
and accepted this 27th day of July
2009.

    


    
      
        
          	
                  WI
      Owner:  Delta Oil & Gas,
      Inc.      

                	
                  Signature:  /s/
      Douglas
      Bolen                                   
      

                
	 
      	 
      
	
                  By:  Douglas
      Bolen                            
      

                	
                                      Date:  
      27 July
      2009