SIXTH AMENDMENT TO TERM CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO TERM CREDIT AGREEMENT (this “ Sixth Amendment ”) is entered into effective as the Sixth Amendment Closing Date (as defined below) between RANCHER ENERGY CORP. , a Nevada corporation (“ Borrower ”), and GASROCK CAPITAL LLC , a Delaware limited liability company (“ Lender ”).  Capitalized terms used but not defined in this Sixth Amendment have the meaning given them in the Credit Agreement (as defined below).

A.           Borrower and Lender entered into that certain Term Credit Agreement dated as of October 16, 2007 (as amended by that certain First Amendment thereto dated October 22, 2008, that certain Second Amendment thereto dated April 30, 2009, that certain Third Amendment thereto dated May 8, 2009, that certain Fourth Amendment thereto dated May 13, 2009 and Fifth Amendment thereto dated May 19, 2009, and as amended, restated or supplemented from time to time, the “ Credit Agreement ”).

B.           Borrower and Lender have agreed to amend the Credit Agreement, subject to the terms and conditions of this Sixth Amendment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows:

1.            Specific Amendments to Credit Agreement.

Section 1.1, Defined Terms , of the Credit Agreement is hereby amended by revising the following definition in its entirety to read as follows:

“ Maturity Date ” means the earliest of (a) May 27, 2009, (b) the date on which all Obligations (other than the obligations under any ORRI Conveyance and indemnity obligations and similar obligations that expressly survive the termination of the Loan Documents) have been paid in full and this Agreement has terminated, and (c) the date on which Lender notifies Borrower of the acceleration of payments of all or any portion of the Obligations based on the occurrence of an Event of Default.

Section 1.1, Defined Terms , of the Credit Agreement is hereby amended by adding the following definition in its proper alphabetical order thereto:

“Sixth Amendment Closing Date” means May 21, 2009.

2.            Conditions to Closing Sixth Amendment.   Unless specifically waived in writing by Lender, this Sixth Amendment shall be effective once Lender shall have received the   following documentation, each in form and substance satisfactory to Lender and its legal counsel, in their sole discretion:

3.            Representations and Warranties.   Borrower represents and warrants to Lender that (a) it possesses all requisite power and authority to execute, deliver and comply with the terms of this Sixth Amendment, (b) this Sixth Amendment has been duly authorized and approved by all requisite corporate action on the part of Borrower, (c) no other consent of any Person (other than Lender) is required for this Sixth Amendment to be effective and (d) the execution and delivery of this Sixth Amendment does not violate its organizational documents.  The representations and warranties made in this Sixth Amendment shall survive the execution and delivery of this Sixth Amendment.  No investigation by Lender is required for Lender to rely on the representations and warranties in this Sixth Amendment.

4.            Scope of Amendment; Reaffirmation; Release.   All references to the Credit Agreement shall refer to the Credit Agreement as amended by this Sixth Amendment.  Except as affected