exh101.htm


    
      Exhibit
10.1

      


      PURCHASE AND SALE
AGREEMENT

      


      This
PURCHASE AND SALE AGREEMENT ("Agreement"), dated to be effective this 8th day of
April, 2009, is by and between Sterling Oil & Gas Company ("Seller"), and
J.M. Huber Corporation ("Buyer"). Seller and Buyer are sometimes referred to
individually as a "Party" or collectively as the "Parties."

      


      RECITALS

      


      A.           Seller
owns and desires to sell certain oil and gas leasehold interests located in
Sheridan County, Wyoming, as more fully described in Section 1.0
below.

      


      B.           Buyer
desires to purchase such leases upon the terms and conditions set forth in this
Agreement.

      


      NOW,
THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:

      


      AGREEMENT

      


      1.           Purchase
and Sale. Seller agrees to convey to
Buyer, and Buyer agrees to purchase and receive from Seller, all of Seller's
right, title and interest in and to the following (all of which may be
collectively referred to as the "Assets"):

      


      (a)           The
oil and gas leases (the "Leases") identified on Exhibit "A" insofar as the
Leases cover those lands (the "Lands") described on such Exhibit, whether or not
the Leases and Lands are correctly described. The term "Leases" shall include,
without limitation, working interests, operating rights, record title interests,
overriding royalty interests, reversionary interests and other interests or
benefits or credits, if any, in and to the Lands and the Leases or attributable
to production therefrom and any other interests in the Leases and the
Lands.

      


      (b)           All
agreements and contracts (the "Contracts") relating to the Leases or oil and gas
operations of any kind on the Lands, including, without limitation, all surface
use agreements, operating agreements, water disposal agreements, easements and
rights-of-way agreements, gas gathering agreements, transportation or shipping
agreements, and gas purchase and sale agreements. Without limiting the
foregoing, the term "Contract" includes every contract or agreement to which
Buyer shall become bound or otherwise assume any obligations thereunder upon
Closing (as that term is defined below). All Contracts are listed on Exhibit
"B."

      


      (c)           All
permits and other regulatory approvals relating to wells planned, but not
drilled, on the Lands (the "Permits"); and

      


      (d)           The
files, records, and data of Seller relating to the Leases and Lands described in
subsections (a), (b) and (c) above (the "Records"), including without
limitation, all Lease records, title records (including abstracts of title,
title opinions and memoranda and title curative records related to the Leases)
contract files, and engineering files and geological files


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      and
maps, but excluding any documents covered by the attorney-client privilege or
any documents or data subject to restrictions on disclosure or
transfer.

      


      2.           Cash
Consideration.
The purchase price ("Purchase Price") to be paid by Buyer for the Assets shall
be $183,000 (USD).

      


      3.           Effective
Time and Closing Date. The purchase and sale of the
Assets shall be effective as of 12:01 a.m. on April 8, 2009 (the "Effective
Time"). The Closing shall occur on April 8, 2009 at 10:00 a.m. at the
Sheridan, Wyoming offices of Lonabaugh and Riggs LLP.

      


      4.           Closing. At the Closing, the
following events shall occur, each being a condition precedent to the others,
and each being deemed to have occurred simultaneously with the
others:

      


      (a)           Seller
will execute and deliver to Buyer an Assignment, Bill of Sale and Conveyance for
all of Seller's right, title, and interest in and to the Assets, such instrument
to be in the form attached hereto as Exhibit "C" conveying the Assets with a
special warranty of title by, through and under Seller, but not otherwise, and
such other assignments necessary to transfer the Leases to Buyer, including
without limitation any conveyances on official forms and related documentation
necessary to transfer the Leases to the Buyer in accordance with governmental
regulations.

      


      (b)           Seller
shall execute and deliver all documents necessary, including necessary official
forms required by regulatory agencies, to transfer the Permits..

      


      (c)           Buyer
shall pay Seller the Purchase Price by wire transfer.

      


      5.           Seller's
Representations and Warranties. Seller makes, severally and
not jointly, the following representations and warranties as
of Closing:

      


      (a)           Status. Seller is a
corporation duly organized, validly existing and in good standing under the laws
of Wyoming and is qualified to carry on its business in Wyoming.

      


      (b)           Power. Seller has all
requisite power and authority to carry on its business as presently conducted.
The execution and delivery of this Agreement does not, and the fulfillment of
and compliance with the terms and conditions hereof will not, as of Closing,
violate, or be in conflict with, any material provision of Seller's governing
documents, or any material provision of any agreement or instrument to which
Seller is a party or by which it is bound, or any judgment, decree, order,
statute, rule or regulation applicable to Seller.

      


      (c)           Authorization and
Enforceability. This Agreement constitutes Seller's legal, valid and
binding obligation, enforceable in accordance with its terms, subject, however,
to the effects of bankruptcy, insolvency, reorganization, moratorium and other
laws for the protection of creditors, as well as to general principles of
equity, regardless whether such enforceability is considered in a proceeding in
equity or at law.

      


      (d)           Liability for Brokers'
Fees. Seller has not incurred any liability, contingent or otherwise, for
brokers' or finders' fees relating to the transactions contemplated by this
Agreement for which Buyer shall have any responsibility
whatsoever.


      
        
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      (e)           Litigation. There is
no action, suit, proceeding, claim or investigation by any person, entity,
administrative agency or governmental body pending or threatened against it
before any governmental authority that impedes or is likely to impede its
ability to consummate the transactions contemplated by this
Agreement.

      


      (f)           Encumbrances. As of
the Closing, the Assets will be free and clear of all mortgages, liens, security
interests, pledges or encumbrances.

      


      (g)           Standing of Leases.
All Leases are in full force and effect, and Seller has timely paid all bonus,
annual or delay rentals, minimum royalties or other Lease payments necessary to
perpetuate the Lease, and all necessary consents, permissions, preferential
rights, novations and approvals by third parties in connection with the sale and
transfer of the Leases have been obtained or waived, with the exception of any
approvals required by any governmental authorities customarily approved after
Closing.

      


      (h)           The Contracts.
Exhibit "B" is a true and complete list of all Contracts. From and after Closing
there will be no other contracts or agreements relating to the Assets or in any
manner to oil and gas operations on the Lands. All necessary consents, and
third-party approvals necessary to assign the Contracts to Buyer have been
obtained or waived.

      


      (i)           Tax Partnerships. No
portions of the Leases are currently owned by any entity or group that (a) is
deemed to be a partnership within the meaning of Section 761 of the Internal
Revenue Code of 1986 (the "Code") and (b) is not excluded from the application
of Subchapter K of Chapter I of Title A of the Code by reason of the election
described in Code Section 761(a).

      


      (j)           The Permits. The
Permits have been obtained in accordance with all applicable laws, rules,
regulations and orders.

      


      (k)           Unrecorded Interests.
There are no unrecorded interests in any Lease that have been granted, reserved,
or otherwise created by Seller or any of its predecessors in
interest.

      


      (l)           Taxes. All taxes and
assessments pertaining to the Assets based on or measured by the ownership of
property for all tax periods or the partial tax periods prior to the Effective
Time have been properly paid. After Closing Buyer shall not become liable for
any taxes that accrued (but need not have been assessed) prior to the Effective
Time.

      


      (m)           Bankruptcy. There are
no bankruptcy, reorganizations or similar arrangements, pending, being
contemplated by, or threatened against Seller.

      


      (n)           Environmental
Matters. Seller has no knowledge of any environmental conditions or
matters that would prevent Buyer from conducting oil and gas operations on the
Lands or would, upon Closing, place Buyer in non-compliance with any
environmental law. There have been no releases of hazardous materials on, from,
or in the Lands. Seller has conducted its operations on the Lands with all
permits required under any applicable environmental laws, rules, regulations,
orders and decrees and no governmental agency, person or entity has commenced
any action or proceeding of any kind related to Seller's operations on the
Lands.

      



      
        
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      6.           Buyer's
Representations and Warranties. Buyer makes the following
representations and warranties as of the Closing:

      


      (a)           Organization and
Standing. Buyer is a corporation duly organized, validly existing and in
good standing under the laws of New Jersey and is duly qualified to carry on its
business in Wyoming.

      


      (b)           Power. Buyer has all
requisite power and authority to carry on its business as presently conducted.
The execution and delivery of this Agreement does not, and the fulfillment of
and compliance with the terms and conditions hereof will not, as of Closing,
violate, or be in conflict with, any material provision of Buyer's governing
documents, or any material provision of any agreement or instrument to which
Buyer is a party or by which it is bound, or any judgment, decree, order,
statute, rule or regulation applicable to Buyer.

      


      (c)           Authorization and
Enforceability. This Agreement constitutes Buyer's legal, valid and
binding obligation, enforceable in accordance with its terms, subject, however,
to the effects of bankruptcy, insolvency, reorganization, moratorium and other
laws for the protection of creditors, as well as to general principles of
equity, regardless whether such enforceability is considered in a proceeding in
equity or at law.

      


      (d)           Liability for Brokers'
Fees. Buyer has not incurred any liability, contingent or otherwise, for
brokers' or finders' fees relating to the transactions contemplated by this
Agreement for which Seller shall have any responsibility
whatsoever.

      


      (e)           Litigation. There is
no action, suit, proceeding, claim or investigation by any person, entity,
administrative agency or governmental body pending or threatened against it
before any governmental authority that impedes or is likely to impede its
ability to consummate the transactions contemplated by this Agreement and to
assume the liabilities to be assumed by it under this Agreement.

      


      (f)           Due Diligence. Buyer
has conducted such due diligence as it deems necessary, and the Purchase Price
reflects the results of Buyer's due diligence.

      


      7.           Post-Closing
Obligations.

      


      (a)           Further Assurances.
From time to time after Closing the Parties shall execute, acknowledge and
deliver to the others as appropriate such further instruments and take such
other action as may be reasonably requested in order to more effectively assure
Buyer the full benefits of the Assets and otherwise fulfill the purposes of this
Agreement.

      


      (b)           Apportionment of Revenues.
Obligations, Liabilities. Expenses and Taxes. All revenues, obligations,
liabilities and expenses associated with the Assets shall be apportioned as of
the Effective Time between Seller and Buyer, with Seller retaining all
pre-Effective Time revenues (if any) and expenses and liabilities, and Buyer
receiving or assuming all post-Effective Time revenues, expenses and
liabilities. All ad valorem, production, severance, conservation, excise and
similar taxes pertaining to the Assets based on or measured by the ownership of
the Assets attributable to the pre-Effective Time period shall be the
responsibility of Seller, regardless of when such taxes are actually assessed.
Buyer shall be responsible for all such taxes

      



      
        
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      accruing
after the Effective Time.

      


      (c)           Environmental Liability
Apportionment. Without limiting Section 7(b) above, Sellers shall retain
as to the Assets all environmental liabilities that arose prior to the Effective
Time, and Buyer shall be responsible for environmental liabilities as to the
Assets arising from and after the Effective Time.

      


      (d)           Non-Competition.
During the three (3) year period from and after the Effective Time, Seller shall
not acquire, directly or indirectly, any interest in any oil and gas leases or
acquire fee mineral interests in any lands located in the following Sheridan
County, Wyoming townships:

      


      Township 55 North, Range 77 West

      Township 55 North, Range 76
West

      Township 56 North, Range 77 West

      


      (e)           Records. Within three
(3) business days after
the Closing, Seller shall deliver its Records to Buyer's Sheridan
office.

      


      8.           Miscellaneous.

      


      (a)           Survival of Representations
and Warranties. The representations and warranties of each Party
contained in this Agreement shall survive Closing for a period of three (3)
years.

      


      (b)           Expenses. All fees,
costs and expenses incurred by Seller or Buyer in negotiating this Agreement or
in consummating the transaction contemplated in this Agreement shall be paid by
the Party incurring the same.

      


      (c)           Severability. It is
the intent of the Parties that the provisions contained in this Agreement shall
be severable. Should any provision, in whole or in part, be held invalid as a
matter of law, such holding shall not effect and the other provisions of this
Agreement, and such provisions that are not invalid shall not be given effect
without the invalid provision.

      


      (d)           Titles for Convenience
Only. The headings used in this Agreement are inserted for convenience
only and shall be disregarded in construing this Agreement.

      


      (e)           Binding Effect. This
Agreement shall be binding upon and shall inure to the benefit of the Parties
hereto and to their respective successors and assigns.

      


      (f)           Governing Law. This
Agreement shall be governed by, construed, interpreted, and applied in
accordance with the laws of Wyoming, excluding any choice of law rules which
would refer the matter to the laws of another jurisdiction.

      


      (g)           Notices. All notices
under this Agreement shall be in writing and addressed as set forth below. Any
communication or delivery hereunder shall be deemed to have been duly made and
the receiving Party charged with notice (i) if personally delivered,
when

      



      
        
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      received,
(ii) if mailed, three (3) business days after mailing, certified mail, return
receipt requested, or (iii)
if sent by overnight courier, one (I) day after
sending.

      


      If to Seller:

      


      Sterling Oil & Gas Company

      Attention: Tim Barritt,
President

      121 Marino Road

      P.O. Box 500

      Upton, Wyoming 82730

      Facsimile: 307-468-9359

      


      and to

      


      Dan B. Riggs

      Lonabaugh and Riggs, LLP

      P.O. Drawer 5059

      50 E. Loucks Street, Suite
100

      Sheridan,
Wyoming 82801

      Facsimile: 307-672-2230

      


      If to Buyer:

      


      Attention: James G. Frew, Vice
President

      11451 Katy Freeway, Suite
400

      Houston, Texas 77079

      Facsimile: 713-871-4422

      


      Any
Party may, by written notice so delivered to the other Party, change the address
or individual to which delivery shall thereafter be made.

      


      (h)           Amendments. This
Agreement may not be amended nor any rights hereunder waived except by an
instrument in writing signed by the Party to be charged with such amendment or
waiver and delivered by such Party to the Party claiming the benefit of such
amendment or waiver.

      


      (i)           Entire Agreement.
This Agreement constitutes the entire understanding among the Parties, their
respective shareholders, officers, directors and employees with respect to the
subject matter hereof, superseding all negotiations, prior discussions and prior
agreements and understandings relating to such subject matter.

      


      (j)           No Third Party
Beneficiaries. This Agreement is intended only to benefit the Parties and
their respective successors and assigns.

      


      (k)           Counterparts. This
Agreement may be executed by the Parties in any number of counterparts, each of
which shall be deemed an original instrument, but all of which

      



      
        
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      together
shall constitute one and the same instrument. Execution may be evidenced by fax
or pdf signatures with original signature pages to follow in due
course.

      


      


      


      
        	
                STERLING
      OIL & GAS
      COMPANY

              	 
      	
                J.M.
      I-IUBER CORPORATION

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                TIM
      BARRITT

              	 
      	
                By:

              	
                RALPH W.
      SCHOFIELD

              
	 
      	
                Tim
      Barritt, President

              	 
      	 
      	
                Ralph
      W. Schofield, President - Energy

              


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 


      
        
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      LIST OF
EXHIBITS

      (to
Purchase and Sale Agreement between Sterling Oil & Gas Company
(Seller)

      and
J.M. Huber Corporation (Buyer))

      


      


      
        	
                Exhibit
      A

              	
                Lease
      Schedule

              
	
                Exhibit
      B

              	
                List
      of Contracts

              
	
                Exhibit
      C

              	
                Assignment
      form

              


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 


      
        
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      Exhibit"A"
attached to and made a part of that certain Purchase and Sale Agreement and
Assignment, Bill of Sale and Conveyance dated effective as of April 8, 2009
between Sterling Oil & Gas Company and J. M. Huber Corporation

      
        
          	
                  Lease
      Date

                   

                	
                  Book/Page

                   

                	
                  Lessor

                   

                	
                  Lessee

                   

                	
                  Legal
      Description

                   

                
	
                  2/2/2007

                	 
      	
                  State
      of Wyoming 07-00055

                	
                  33
      all & Minerals. LLC

                	
                  Township
      55 North. Range 77 West. 6th P.M.

                
	 
      	 
      	 
      	 
      	
                  Tract
      47 (f/k/a Section II: NESW)

                
	 
      	 
      	 
      	 
      	
                  Tract
      49 (f/k/a Section 11: SWSW)

                
	 
      	 
      	 
      	 
      	
                  Tract
      50 (f/k/a Section 50[sic): SESE (actually Section 10)

                
	 
      	 
      	 
      	 
      	
                  Tracts
      53 A-D (formerly part of Section 15)

                
	
                  2/2/2007

                	 
      	
                  State
      of Wyoming 07-00054

                	
                  33
      Oil & Minerals. LLC

                	
                  Township
      55 North. Range 77 West. 6th P.M.

                
	 
      	 
      	 
      	 
      	
                  Resurvey
      Tracts 46 A-D (f/k/a Section II: W2NE~ E2NW)

                
	
                  7/1/2006

                	
                  477/449

                	
                  Westway
      Ranches, LLC

                	
                  33
      Oil & Minerals, LLC

                	
                  Township
      55 and 56 North. Range 77 West. 6th P.M.

                
	 
      	 
      	 
      	 
      	
                  Resurvey
      Tracts 37, 39A, 39B, 39C, 390,40

                
	 
      	 
      	 
      	 
      	
                  Township
      55 North. Range 77 West. 6th P.M.

                
	 
      	 
      	 
      	 
      	
                  Resurvey
      Tract 48

                
	 
      	 
      	 
      	 
      	
                  Township
      55 North. Range 77 West. 6th P.M.

                
	 
      	 
      	 
      	 
      	
                  Section
      15: Lots I, 2. 3, 5. 6,8

                
	 
      	 
      	 
      	 
      	
                  Township
      56 North. Range 77 West. 6th P.M.

                
	 
      	 
      	 
      	 
      	
                  Resurvey
      Tract 95, Resurvey Tract 96, that part of Resurvey Tract
  86

                
	 
      	 
      	 
      	 
      	
                  described
      by metes and bounds therein

                
	
                  11/17/2006

                	
                  481/534

                	
                  Patricia
      Joyce Applegate, life

                	
                  33
      Oil & Minerals. LLC

                	
                  Township
      55 North. Range 77 West. 6th P.M.

                
	 
      	 
      	
                  tenant.
      and Patricia Joyce

                	 
      	
                  Section
      15: Lots 1. 2. 3. 5. 6. 8

                
	 
      	 
      	
                  Applegate.
      Trustee of the

                	 
      	
                  Township
      55 North. Range 77 West. 6th P.M.

                
	 
      	 
      	
                  Patricia
      Joyce Applegate

                	 
      	
                  Resurvey
      Tract 48 (f/kla
      Section 10: SENE, NESE; Scction II: SWNW,

                
	 
      	 
      	
                  Family
      Trust

                	 
      	
                  NWSW)

                
	 
      	 
      	 
      	 
      	
                  Township
      55 and 56 North. Range 77 West, 6th P.M.

                
	 
      	 
      	 
      	 
      	
                  Resurvey
      Tracts 37, 39A, 39B, 39C, 390, 40 (f/kia SESE ofSection
      35

                
	 
      	 
      	 
      	 
      	
                  56/77,
      Lot I, SENE, NESE, SENW. E2SW. SWSE. Lots 2.3. SWNE.

                
	 
      	 
      	 
      	 
      	
                  NWSE
      ofSection 2 55/77)

                
	 
      	 
      	 
      	 
      	
                  Township
      56 North. Range 77 West. 6th P.M.

                
	 
      	 
      	 
      	 
      	
                  Resurvey
      Tract 9S (f/kla
      Section 35: E2W2). Resurvey Tract 96 (f/kla Section 35: E2NE.
      N2SE)

                


        

      

      


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