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."

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:

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.

(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.

(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