February 13, 2012 Altmann Revocable Living Trust, RLT

Exhibit 10.1

February 13, 2012

Xxxxxxx Revocable Living Trust, RLT

000 Xxxxxxxxxx Xxxxx, Xxxxx 000

Xxxxxxxxx, Xxxxxxxxxx, 00000

Attention: Xx. Xxxxxxx X. Xxxxxxxxx

XXXX OF SALE

This Xxxx of Sale confirms the agreement between XXXXXXX REVOCABLE LIVING TRUST, RLT, a trust registered in the State of California ("XXXX") and XUN ENERGY, INC., a Nevada corporation ("XUN"). In this Xxxx of Sale, XUN and XXXX are sometimes collectively called the "Parties,"

WHEREAS, Xxxxx Xxxxx and Xxxxx X. Xxxxxxxxxxx were issued all common and/or preferred shares Xxxxxxxx Energy Corporation.

WHEREAS, Xxxxx Xxxxx transferred and/or pledged all rights, title, and interest in his ownership interest in Xxxxxxxx Energy Corporation to XXXX.  This transfer was to collateralize a loan agreement where XXXX loaned certain funds to Xxxxxxxx Energy Corporation to close that certain Purchase and Sale Agreement dated January 31, 2012 (“PSA”) for the West Xxxxxxxx Oil xxxxx as identified in that PSA.

WHEREAS, the XXXX has rights, title and interest resulting from the transfer of Xxxxx Xxxxx’x interest and now XXXX owns all common and/or preferred shared in Xxxxxxxx Energy Corporation previously held by Xxxxx Xxxxx.

1.  THE TRANSACTION

a.

Basic Transaction

As consideration for the XUN Units, XXXX sells and/or assigns 100% of all of its rights, title and interest in Common Voting Shares of Xxxxxxxx Energy Corporation ("Xxxxxxxx") to XUN ("XXXX'x Interests") at the price (the "Purchase Price") set forth in Paragraph 1b below.

b.

Purchase Price

In consideration for the rights, title and interest set forth in paragraph 1a above, XUN issues 45,000,000 Units of XUN ("XUN Units") with a market value of $0.05 per Unit for an aggregate of $2,250,000 ("Purchase Price"), fair market value for the 100% interest in the issued and outstanding shares of XXXXXXXX.

A Unit is defined as one (1) common voting share and one (1) warrant to purchase a common share of XUN. XUN's warrants in this transaction shall entitle XXXX the right to acquire one (1) common voting share of XUN at the following exercise prices based on the following time periods:

·

Exercise price of $  .50 per share prior to Nov 30, 2012;

·

Exercise price of $1.00 per share prior to May 31, 2013;

·

Exercise price of $2.00 per share prior to May 31, 2014;

·

Exercise price of $3.00 per share prior to May 31, 2015;

·

Exercise price of $4.00 per share prior to May 31, 2016.

   c.

Conditions Precedent

i.

XUN OIL CORPORATION acquires the producing West Xxxxxxxx Oil and Gas leases based in Xxxxxxxx County, Texas with a total acreage of 2,320.5 acres, more or less, with 100% Working Interest, 75% Net Revenue Interest;

ii.

XUN OIL CORPORATION, as a minimum, secured financing of $5 million to complete a 10 well drilling and development program on the West Xxxxxxxx Oil and Gas Leases.

XUN ENERGY, INC.

By: /s/ Xxxxx X. Xxxxxxxxxxx

     Xxxxx X. Xxxxxxxxxxx

     Its: President

Duly executed and agreed as to the Binding Provisions on February 13, 2012.

XXXXXXX REVOCABLE LIVING TRUST, RLT

By: /s/ Xxxx Xxxxxxx Xxxxxxx Xxxxxxx, Trustee

Trustee Name: Xxxx Xxxxxxx Xxxxxxx Xxxxxxx