LETTER
OF INTENT

     

    THIS LETTER OF INTENT,
hereinafter referred to as the “LOI”, is entered into, dated and made effective
this 8th day of
June, 2009,

     

    
      	
              BETWEEN:

            	
              AMERICAN
      PETRO-HUNTER, INC.

            
	 
      	 
      
	 
      	
              (“APH”)

            
	 
      	 
      
	
              AND:

            	
              S&W
      OIL & GAS, LLC

            
	 
      	 
      
	 
      	
              (“S&W”)

            


    

    


    WHEREAS subject to the
provisions of this LOI and that “Request for Interest” executed and delivered
contemporaneously herewith, S&W has offered to
APH a proportionate share of S&W’s working interest in and to the Brinkman
Prospect as described as: NE NW/4 18-30-25W Township 30 South, Clark County,
Kansas 1,760 acres (the “Prospect”);

    


    AND WHEREAS APH wishes to
acquire a twenty five percent (25%) working interest and eighty-one and one-half
percent (81.5%) net revenue interest in the Prospect, and S&W wishes to sell
and transfer to APH, such interests in exchange for payment to S&W of a
total of up to $79,299.94, due and payable as set forth below.

    


    AND WHEREAS the parties wish
to enter into this letter of intent (the “LOI”) that sets forth the material
terms of agreement and payment structure.

     

    NOW, THEREFORE, in
consideration of $10.00 and other good and valuable consideration, the parties
agree as follows:

     

    
      	
              1.

            	
              APH
      agrees to acquire 16/64ths or twenty five percent (25%) working interest
      and eighty-one and one-half percent (81.5%) net revenue interest in the
      Prospect for (1) an upfront cash payment of $22,833.28 to cover APH’s
      proportionate share of land, leasing and seismic costs, and (2) a cash
      call right of $56,466.66 to cover dry-hole cased costs. Provided production is
      established in the proposed Brinkman well, and APH has paid its
      proportionate share of the costs associated with establishing production
      from the well, S&W will deliver to APH an Assignment of twenty five
      percent (25%) of the working interest and eighty-one and one-half percent
      (81.5%) net revenue interest, to
APH.

            


    

    


    
      	
              2.

            	
              S&W
      represents and warrants to APH
that:

            


    

    


    
      	
            	
              (a)

            	
              it
      is validly incorporated and is in good standing with all regulatory
      agencies;

            


    

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
            	
              (b)

            	
              there
      are no legal actions against S&W or its directors or officers nor does
      S&W know of any intended legal actions against it or any of its
      officers or directors and S&W is not engaged in any legal actions
      against other parties, and is current in all filings with tax and
      regulatory authorities, to the extent any of the above would materially
      affect this proposed transaction;
and

            


    

    


    
      	
            	
              (c)

            	
              it
      owns the rights and has the authority and is not precluded by law or
      contract from issuing the twenty five percent (25%) working interest and
      eighty-one and one-half percent (81.5%) net revenue interest in the
      Prospect as contemplated under this LOI; provided, however, S&W makes
      no warranty express or implied, against title defects or encumbrances
      against the working interest, whether of record or
    otherwise.

            


    

    


    
      	
              3.

            	
              APH,
      will not make any disclosure or public announcement of the proposed
      transactions, this LOI, or the terms hereof, or the proposed or actual
      operations or results hereunder, without the prior knowledge and written
      consent of S&W except as required by U.S. securities
    laws.

            


    

    


    
      	
               
      

            	
              S&W
      will not make any disclosure or public announcement regarding APH’s
      participation in the proposed transactions, this LOI, the terms hereof, or
      the proposed or actual operations or results hereunder, without the prior
      knowledge and written consent of
APH.

            


    

    


    
      	
              4.

            	
              Each
      party agrees and acknowledges that such party and its directors, officers,
      employees, agents and representatives will and may disclose business
      information and information about the proposed transaction in the course
      of securing financings for APH and S&W and that both parties and their
      representatives may be required to disclose that information under
      applicable regulatory requirements, if
any.

            


    

    


    
      	
              5.

            	
              This
      LOI shall be construed in accordance with, and governed by, the laws of
      the State of Kansas, and each party separately and unconditionally
      subjects to the jurisdiction of any court of competent authority in
      Wichita, Kansas, and the rules and regulations thereof, for all purposes
      related to this agreement and their respective performance hereunder and
      regardless of whether or not any business, transaction of business or
      other connection to the State of Kansas is absent, and otherwise without
      regard to choice of law provisions.

            


    

    


    
      	
              6.

            	
              This
      LOI is subject to that Request for Interest dated June 8, 2009 and
      executed by APH and delivered to S&W contemporaneously
      herewith.  In the event of a conflict between the terms of this
      LOI and the terms of the Request for Interest, the Request for Interest
      shall control.

            


    

    


    
      	
              7.

            	
              If
      any term or provision hereof shall be held illegal or invalid, this LOI
      shall be construed and enforced as if such illegal or invalid term or
      provision had not been contained
herein.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              8.

            	
              All
      references to currency in this LOI are references to the lawful currency
      of the United States of America.

            


    

    


    
      	
              9.

            	
              APH
      may, at any time upon prior consent of S&W, which consent may be
      granted or withheld at S&W’s sole discretion, which consent shall not
      be unreasonably withheld, assign any or all of APH’S interest in and to
      this LOI.

            


    

    


    
      	
              10.

            	
              This
      LOI shall terminate and be of no further effect upon the occurrence of
      either

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      point at which production is successfully established from the proposed
      Brinkman #1 well, and S&W has delivered to APH the above-described
      Assignment; or

            


    

    
      	
               
      

            	
              b.

            	
              The
      Brinkman #1 well has been plugged and abandoned as a dry
    hole.

            


    

     

    The
above terms are hereby read, understood, acknowledged and accepted effective the
8th
day of June, 2009.

    


    AMERICAN
PETRO-HUNTER, INC.

    


    
      
        
          
            
              	 
      	 
      
	
                      Name:

                    	 
      	 
      
	
                      Title:

                    	 
      	 
      


            

          

        

      

    

    


    S&W
GAS & OIL, LLC

    


    
      
        
          
            
              	 
      	 
      
	
                      Name:

                    	 
      	 
      
	
                      Title:

                    	 
      	 
      


            

          

        

      

    

     

    
      
         


      

      
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