Termination Agreement between OJSE Smolenenergy, Russoil Corporation, and Stockholders (August 31, 2007)

Summary

OJSE Smolenenergy, Russoil Corporation, and certain stockholders have mutually agreed to terminate their previous Share Exchange Agreement dated May 31, 2007. This agreement formally ends any obligations or transactions contemplated by the earlier agreement. All parties have consented in writing to this termination, effective August 31, 2007.

EX-10.2 3 v086923_ex10-2.htm

Exhibit 10.2

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (the “Agreement”), dated as of August 31, 2007, is by and among OJSE SMOLENENERGY, a corporation formed under the laws of the Russian Federation (the “Company”) and RUSSOIL CORPORATION, a Nevada corporation (“Russoil”) and the stockholders of the Company signatory hereto (the “Stockholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”

BACKGROUND

The Parties entered into that certain Share Exchange Agreement dated as of May 31, 2007 (the “Exchange Agreement”). The Parties have been unable to effect the transaction contemplated by the Exchange Agreement.

AGREEMENT

NOW THEREFORE, the parties agree as follows:

The Company, the Stockholders and Russoil terminate the Exchange Agreement by mutual written consent.

The Parties hereto have executed and delivered this Termination Agreement as of the date first above written.


	RUSSOIL CORPORATION

	By:	/s/ Silvestre Hutchinson
		Name: Silvestre Hutchinson
		Title: President


	OJSE SMOLENENERGY

	By:	/s/ Evgeny Bagay
		Name: Evgeny Bagay
		Title: Deputy of the General Director

THE STOCKHOLDERS:




		/s/ Elias Kamennoy
		Elias Kamennoy


		/s/ Evgeny Bagay
		Evgeny Bagay


		/s/ Evgeny Fedosov
		Evgeny Fedosov