Exhibit 10.2



Agreed terms document under the joint venture shareholders' agreement dated [14]
OcTOber 2005 among Baltic Petroleum (E&P) Limited, Siberian Energy Group Inc.
and Zauralneftegaz Limited

                           DATED 9TH NOVEMBER  2005







                            BALTIC PETROLEUM LIMITED

                                       AND

                             CASPIAN FINANCE LIMITED

                                       AND

                               OOO ZAURALNEFTEGAZ






                                DEED OF NOVATION






[NOTE:  THIS DEED OF NOVATION MUST BE EXECUTED IMMEDIATELY PRIOR TO THE NEW LOAN
AGREEMENT  BEING  EXECUTED]

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THIS  DEED  OF  NOVATION  is  made  on  9th November 2005.

PARTIES:

BALTIC  PETROLEUM  LIMITED,  a  company  incorporated in England and Wales under
--------------------------
company  number  05303991  and whose registered office is at 18b Charles Street,
London  W1J  5DU,  United  Kingdom("BP");

CASPIAN  FINANCE  LIMITED,  a  company  incorporated  in England and Wales under
-------------------------
company  number 5530897 and whose registered office is at c/o Salans, Millennium
Bridge  House,  2 Lambeth Hill, London EC4V 2AJ, United Kingdom ("CASPIAN"); and

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

WHEREAS:

(A)  By  a  Loan Agreement dated 28 April 2005 (the "LOAN AGREEMENT") between BP
and  ZNG,  BP,  as  amended by a deed of amendment thereto dated 16 August 2005,
agreed  to  make a loan facility of up to US$1,441,328 available to ZNG upon the
terms  and  conditions  therein  contained.

(B)  ZNG  has agreed, with effect from the date hereof, to release and discharge
BP  from  its  obligations  under the Loan Agreement upon the terms that Caspian
undertakes,  with effect from the date hereof, to perform BP's obligations under
the  Loan  Agreement  and  to  be  bound  by  the  terms  of the Loan Agreement.

IT  IS  THEREFORE  AGREED  AS  FOLLOWS:

1.   NOVATION

1.1  BP  hereby  novates  and  transfers  to  Caspian  all  of  its  rights  and
     obligations  under  the  Loan  Agreement.  References  to  BP  in  the Loan
     Agreement shall be read as references to Caspian.

1.2  Caspian   undertakes   to   perform   BP's   obligations   under  the  Loan
     Agreement and to be bound by the terms and conditions of the Loan Agreement
     in  every  way as if Caspian were a party to the Loan Agreement in place of
     BP.

1.3  ZNG  hereby  consents  to  the  said novation and transfer and releases and
     discharges  BP  from all claims and demands whatever in respect of the Loan
     Agreement  and accepts the liability of Caspian under the Loan Agreement in
     place  of  the  liability of BP. ZNG agrees to be bound by the terms of the
     Loan  Agreement in every way as if Caspian were named in the Loan Agreement
     as a party in place of BP.

2.   LAW  AND  JURISDICTION

     This  Deed  shall  be  governed  by  and  construed  in  accordance  with
     English Law.

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3.   COUNTERPARTS

     This  Deed  may  be  executed  in  any  number  of  counterparts and by the
     different  parties  hereto  on  separate  counterparts  each of which, when
     executed  and  delivered,  shall  constitute  an  original,   but  all  the
     counterparts  together shall constitute but one and the same instrument. IN
     WITNESS whereof the parties hereto have caused this Deed to be executed and
     delivered as a Deed on the day and year first above written:


EXECUTED as a DEED by               )
BALTIC PETROLEUM LIMITED            )
acting by a Director and            )
a Director/Secretary                )

                                     /s/ James Charles Pockney
                                     --------------------------------
                                     Director

                                     /s/ James Mark Colin Gilchrist
                                     --------------------------------
                                     Secretary


EXECUTED as a DEED by               )
CASPIAN FINANCE LIMITED             )
acting by a Director and            )
a Director/Secretary                )

                                     /s/ Simon Escott
                                     --------------------------------
                                     Director

                                     /s/ James Mark Colin Gilchrist
                                     --------------------------------
                                     Secretary


EXECUTED as a DEED by
OOO ZAURALNEFTEGAZ

Signed:   /s/ Oleg Zhuravlev

Name (print): Oleg Zhuravlev

Position:

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