Exhibit 10.8



Agreed  terms document under the joint venture shareholders' agreement dated [ ]
October  2005  among  Baltic Petroleum (E&P) Limited, Siberian Energy Group Inc.
and  Zauralneftegaz  Limited



                            DATED October 14 2005



                           SIBERIAN ENERGY GROUP INC.

                                      and

                             ZAURALNEFTEGAZ LIMITED




                          SALE AND PURCHASE AGREEMENT

                     RELATING TO PARTICIPATORY INTERESTS IN

                               OOO ZAURALNEFTEGAZ





                          SALE AND PURCHASE AGREEMENT
                      relating to participatory interest in
                               OOO Zauralneftegaz


                              COVINGTON & BURLING


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THIS  AGREEMENT  is  dated  the 14th day  of October 2005

PARTIES:

(1)  SIBERIAN  ENERGY  GROUP  INC.,  a  corporation  incorporated under the laws
     of the State of Nevada, United States and whose principal place of business
     is  at  275  Madison  Avenue,  6th Floor, New York, NY 10016, United States
     ("SEG"); and

(2)  ZAURALNEFTEGAZ  LIMITED,  a  company  registered  in  England under company
     number  5525360 whose registered office is at c/o Gilchrist Solicitors, 18b
     Charles Street, London W1J 5DU, United Kingdom ("ZNG LTD").

INTRODUCTION:

(A)  SEG  is  the  owner  of  all  of  the  participatory  interests  (the
     "INTERESTS")  in  OOO  Zauralneftegaz,  a Russian limited liability company
     ("OOO ZNG").

(B)  SEG  has  agreed  to  transfer  the  Interests  to ZNG Ltd in consideration
     for  the allotment and issue to it of new ordinary shares in the capital of
     ZNG  Ltd  pursuant  to,  and  subject  to  the  terms and conditions of, an
     agreement  entered  into between Baltic Petroleum (E&P) Limited ("BP"), SEG
     and ZNG Ltd on 14th October 2005 (the "JV AGREEMENT").

(C)  SEG  and  ZNG  Ltd  have  agreed  to  enter  into  this  agreement  (the
     "AGREEMENT") for the purposes of agreeing the terms for the transfer by SEG
     to ZNG Ltd of the Interests.

IT  IS  AGREED  as  follows:

1.  SALE  AND  PURCHASE  OF  THE  INTERESTS

1.1  SEG  shall  sell  and  ZNG  Ltd  shall  purchase the Interests on the terms
     of this Agreement.

1.2  SEG  shall  sell  the  Interests  with full title guarantee and, other than
     the  Existing  Security (as such term is defined in the JV Agreement), free
     from  any  interest or equity of any person (including, without limitation,
     any  right to acquire, option, right of pre-emption or right of conversion)
     or  any  mortgage, charge, pledge, lien, assignment, claims, prohibition or
     any  other  encumbrance,  priority  or  security interest or arrangement of
     whatever nature over or in the Interests.

2.   CONSIDERATION  AND  COMPLETION

2.1  The  consideration  for  the  sale  of the Interests shall be the allotment
     and  issue  to SEG of new ordinary shares in ZNG Ltd in accordance with the
     terms of the JV Agreement.

2.2  Upon  execution  of  this  Agreement,  SEG  shall forthwith transfer to ZNG
     Ltd  the  Interests,  submit  to  OOO  ZNG  a  written notification of such
     transfer  and  amend  the  charter of OOO ZNG to reflect such transfer. SEG
     shall,  and  shall  procure  that  OOO  ZNG and its general director shall,
     immediately following such transfer (and in any event prior to 31st October
     2005),  effect  all  filings and registrations with the appropriate Russian
     corporate  authorities that may be required to give effect to, and required
     in connection with, such transfer.

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2.3  ZNG  Ltd  shall  become  the  new  sole  participant of OOO ZNG upon filing
     the written notification of the transfer of the Interests with OOO ZNG.

3.   DECLARATION  OF  TRUST  AND  FURTHER  ASSURANCES

3.1  SEG  shall  hold  the  Interests  and  all  dividends  or  any  other
     distributions  accrued or to accrue in respect of the Interests in trust as
     nominee  for  ZNG  Ltd  until such time as ZNG Ltd becomes the owner of the
     Interests  in  accordance  with  this  Agreement.  The  perpetuity  period
     applicable to the trusts created by this deed is 80 years. Further, pending
     completion  of  the  transfer  of  the  Interests,  SEG  undertakes  not to
     transfer,  deal  with  or dispose of the Interests save as ZNG Ltd may from
     time  to  time  direct  and  to exercise its voting powers as holder of the
     Interests  in such manner and for such purposes as ZNG Ltd may from time to
     time direct or determine.

3.2  SEG  shall,  and  shall  procure  that  OOO ZNG shall, execute such further
     documents  and  perform  and  do  such  further  acts  and things following
     completion  of this Agreement as ZNG Ltd may request in writing in order to
     carry the provisions of this Agreement into full effect.

4.   FEES  AND  TAXES

     SEG  shall  bear  the  cost  of  all  registration  and  transfer taxes and
     duties or their equivalents in all jurisdictions where such fees, taxes and
     duties  are  payable  as  a result of the transactions contemplated by this
     Agreement.  SEG shall be responsible for arranging the payment of all fees,
     taxes  and  duties,  including  fulfilling  any administrative or reporting
     obligation  imposed  by the jurisdiction in question in connection with the
     payment  of such taxes and duties. SEG shall indemnify ZNG Ltd or any other
     member  of  ZNG  Ltd's  group against any losses suffered by ZNG Ltd or any
     member  of  ZNG  Ltd's  group as a result of SEG failing to comply with its
     obligations under this clause 4.

5.   GENERAL

5.1  If  at  any  time  any  provision  of this Agreement is or becomes illegal,
     invalid  or unenforceable in any respect under the law of any jurisdiction,
     that shall not affect or impair the legality, validity or enforceability in
     that jurisdiction of any other provision of this Agreement or the legality,
     validity  or enforceability under the law of any other jurisdiction of that
     or any other provision of this Agreement.

5.2  The  provisions  of  clause  24  of  the  JV  Agreement  shall  apply  in
     relation to any notices given under this Agreement.

5.3  This  Agreement  shall  be  governed  by  the  laws  of  England  and  the
     parties submit to the exclusive jurisdiction of the English Courts.

5.4  This  Agreement  may  be  executed  in  any  number of counterparts and all
     the  counterparts  when  taken together will constitute one agreement. Each
     party may enter into this Agreement by executing a counterpart.

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IN  WITNESS WHEREOF, the parties have executed and delivered this Agreement as a
deed  as  of  the  date  first  above  written.


EXECUTED as a DEED by SIBERIAN
ENERGY GROUP INC.
                                        /s/ David Zaikin
                                            David Zaikin, Chairman and CEO
                                        ----------------------------------------
acting  by:                             (DULY  AUTHORISED  OFFICER  FOR AND ON
                                         BEHALF OF SIBERIAN ENERGY GROUP  INC.)


EXECUTED as a DEED by SIBERIAN
ENERGY GROUP INC.
                                        /s/ James Charles Pockney
                                        ----------------------------------------
acting by:                              (DIRECTOR)

                                        /s/ James Mark COlin Gilchrist
                                        ----------------------------------------
                                        (DIRECTOR/COMPANY SECRETARY)

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