8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2008

HEARTLAND OIL AND GAS CORP.

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(Exact Name of Registrant as Specified in Charter)

Nevada	000-32669	91-1918326
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(State of Incorporation)	(Commission File No.)	(I.R.S. Employer
		Identification Number)

12603 Southwest Freeway, Suite 285

Houston, TX 77477

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(Address of Principal Executive Offices)

(713) 231-0300

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(Registrant’s Telephone Number, including area code)

Section 2. Financial Information.

Item 2.01  Completion of Acquisition or Disposition of Assets.

On March 6, 2008 (the “Closing Date”), the Registrant closed an asset purchase transaction pursuant to the terms and conditions
of the Asset Purchase Agreement (the “APA”) by and between the Registrant, as the purchaser, and Universal Property
Development and Acquisition Corporation (“UPDA”) and Catlin Oil & Gas, Inc. (“Catlin”) as the Sellers, whereby the Registrant
purchased certain oil and gas related assets (the “Assets”) from the Sellers for a total purchase price on the Effective Date of
$6,885,000 (the “Purchase Price”). The Purchase Price paid by the Registrant for the Assets consisted of two (2) promissory
notes issued by the Registrant to the Sellers in the aggregate amount of $6,885,000. The APA is dated as of August 15, 2007 and
the transaction has an effective date under the terms of the APA of October 1, 2007 (the “Effective Date”).

Assets Purchased

As of the Effective Date, under the terms and conditions of the APA, the Registrant purchased and the Sellers sold all of the
rights, title and interest of the Sellers in certain assets collectively defined as the “Assets” in the APA. The Assets consist of:
Sellers’ interest in and to those properties described in the APA (the “Properties”), being (i) all right, title and interest in the oil
and gas leases, listed in the APA (the “Leases”), (ii) all of Sellers’ right, title and interest in (A) all wells listed in the APA (the < br>“Wells”), (B) the permits that relate to the Wells and the Properties (the “Permits”), and (C) all equipment, materials and
personal property, fixtures, and facilities used or useful in the production, gathering, storing, measuring, treating, operating,
maintaining, marketing or transportation of hydrocarbon production from the Leases or lands pooled or unitized therewith and
relating to the Wells and Properties (the “Equipment”), (iii) all of Sellers’ right, title and interest in all contracts and contractual
rights insofar and only insofar as they relate to the Leases and Equipment, including without limitation all unit agreements,
surface rights and leases, gas sale and purchase contracts, oil and gas leases and/or subleases and assignments, mineral deeds,
royalty deeds, operating agreements, easements, rights of way, farm-out and farm-in agreements and all similar rights leased or
owned by the Sellers, and oil and gas sales, purchase, exchange and processing contracts and agreements, whether of record or
not (the “Contracts”). It is the intent of the Sellers to convey and assign all of its right, title and interest in and to the Assets to the
Registrant. Petro Pro, Ltd, a Texas limited partnership, retains a 6.25% of 8/8th’s working interest (the “Retained Interest”), with
a net revenue interest of 0.04812500, and 1% of 8/8th’s overriding royalty interest, with such working interest and overriding
royalty interest being in five (5) oil and gas leases on 700 acres of property located in Palo Pinto County, Texas which contain
more than 10 producin g wells. Therefore aggregate interest being conveyed in these leases are a 93.75% Working Interest with a
net revenue interest of 0.72187500.

The Sellers’ interest in the Properties, Leases, Wells, Permits, Equipment and Contracts, net of the Retained Interest described
above, are collectively defined as the “Assets” in the APA. The aggregate Purchase Price paid by the Registrant to the Sellers on
the Closing Date for the Assets was valued at $6,885,000 and consisted of two (2) promissory notes issued by the Registrant to
the Sellers. The promissory notes issued by the Registrant as consideration for the Assets purchased pursuant to the APA are
described in greater detail below. Any capitalized terms in this section of Item 2.01 that are not defined herein shall have the
definition given them under the term s of the APA.

The foregoing description of the APA and the transaction contemplated thereby is a summary of terms, is not intended to be
complete and is qualified in its entirety by the complete text of that agreement, including the exhibits thereto, a copy of which is
attached as Exhibit 2.1 to this Report. The reader is advised to reference Exhibit 2.1 for the complete terms of the APA and a
more detailed description of the Assets purchased by the Registrant as of the Effective Date.

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Terms of the Promissory Notes

As consideration for the Assets purchased under the terms of the APA, the Registrant issued to the Sellers two (2) promissory
notes in the aggregate amount of $6,885,000. Promissory Note Number 1 (“Note 1”) has a principal amount of $3,635,000 and
is due and payable in one lump sum payment on April 6, 2008. Note 1 is unsecured and is junior to any of the Registrant’s
outstanding secured debt. Note 1 does not earn interest.

Promissory Note Number 2 (“Note 2”) has a principal amount of $3,250,000 and a three (3) year term with the principal amount
being due and payable in thirty-six (36) monthly payments of $90,277.78. The Registrant shall pay interest on the unpaid
principal amount of Note 2, until such principal amount shall be paid i n full, at the rate of 15% per annum. Interest shall be
payable (i) quarterly in arrears, (ii) on the Maturity Date, and (iii) if any interest accrues or remains payable after the Maturity
Date, upon demand by the Sellers. Note 2 is unsecured and is junior to any of the Registrant’s outstanding secured debt.

The foregoing description of Note 1 and Note 2, and the transactions contemplated thereby, is a summary of terms, is not
intended to be complete and is qualified in its entirety by the complete text of those promissory notes, copies of which are
attached hereto as Exhibits 10.1 and 10.2 to this Report.

Related Party Transaction

The parties to the above described asset purchase transaction are related parties. UPDA is the controlling shareholder of the
Registrant’s voting c apital stock and is its parent company, and the members of the Registrant’s board of directors also sit on the
board of directors of UPDA, and constitute a majority thereof. To address potential conflict of interest issues, the Registrant and
UPDA retained European American Advisors, Inc., a New York City based investment bank, to review the financial terms of the
above described asset purchase transaction and to issue a fairness opinion thereon to the respective boards of directors.

Section 9. Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits

(a) Financial statements of business acquired:

(b) Pro forma financial information:

(c) Exhibits.

Exhibit	Description
2.1	Purchase and Sale Agreement, entered into as of August 15, 2007, by and between Heartland Oil and Gas Corp., a Nevada corporation, as the purchaser and Universal Property Development and Acquisition Corporation, a Nevada corporation and Catlin Oil & Gas, Inc., its subsidiary, as the Sellers. #
10.1	Promissory Note of Heartland Oil and Gas Corp., a Nevada corporation, in the principal amount of $3,635,000. #
10.2	Promissory Note of Heartland Oil and Gas Corp., a Nevada corporation, in the principal amount of $3,250,000. #
________________________
#  Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Heartland oil & Gas Corp. has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.


Dated: March 7, 2008

HEARTLAND OIL & GAS CORP.
By:	/s/Kamal Abdallah
	Kamal Abdallah
	Interim CEO and President

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EX-2

PURCHASE AND SALE AGREEMENT

       THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August 15, 2007, is
between Heartland Oil and Gas Corp., a Nevada corporation, hereinafter referred to as “Buyer”, and Catlin Oil and
Gas, Inc., a Nevada corporation (“Catlin”), hereinafter referred to as “Seller”.

       WHEREAS, Seller desires to sell and Buyer desires to purchase, upon and subject to the terms and
conditions hereinafter set forth, Seller’s interest in and to those properties described in Exhibit A, attached hereto,
and shown on the map attached as Exhibit B hereto (the “Properties”), being (i) all right, title and interest in the oil
and gas leases, including a like interest in all formations, depths and unit rights listed on Exhibit C attached hereto
(the “Leases”), (ii) all of Seller’s right, title and interest in (A) all wells listed on Exhibit D attached hereto (plugged
or unplugged) (the “Wells”), (B) the permits that relate to the Wells and the Properties, listed on Exhibit E attached
hereto (the “Permits”), and (C) all equipment, materials, fixtures, facilities and other personal property used or
useful in the production, gathering, storing, measuring, treating, operating, maintaining, marketing or transportation
of production from the Leases or lands pooled or unitized therewith and relating to the Wells and Properties, listed
on Exhibit F attached hereto (the “Equipment”), (iii) all of Seller’s right, title and interest in all contracts and
contractual rights insofar and only insofar as they relate to the Leases and Equipment, including without limitation
all unit agreements, surface rights and leases, gas sale and purchase contracts, oil and gas leases and/or subleases
and assignments, mineral deeds, royalty deeds, operating agreements, easements, rights of way, farm-out and farm-
in agreements and all similar rights leased or owned by Seller, and oil and gas sales, purchase, exchange and
processing contracts and agreements, whether of record or not (the “Contracts”). It is the intent of Seller to convey
and assign all of its right, title and interest in and to the Interests in the area shown on the map attached as Exhibit
B. Seller’s interest in the Properties, Leases, Wells, Permits, Equipment and Contracts shall hereinafter t ogether be
called the “Interests”.

       THEREFORE, in consideration of the above recitals and of the covenants and agreements herein
contained, Seller and Buyer agree as follows:

1. Sale and Purchase. Subject to and upon all of the terms and conditions hereinafter set forth, Seller
shall sell, transfer, assign, convey and deliver the Interests to Buyer, and Buyer shall purchase, receive, pay for and
accept the Interests from Seller, effective October 1, 2007, at 7 a.m. local time (the “Effective Time”).

2. Consideration.

In consideration of Seller’s transfer and delivery of the Interests, Purchaser shall issue two (2) promissory notes to
the Seller in the aggregate amount of $6,985,000. The terms of these obligations are more fully set forth in the loan
documents attached hereto and collectively referenced as Exhibit H.

3. Seller’s Representations. Seller represents to Buyer that as of the Closing Date:

(a)	Organization and Authority. Sellers are a duly organized , validly existing and in good standing in the State of Texas; Sellers are duly qualified to carry on business in the state in which the Interests are located; Sellers have full power and authority to enter into and perform under this Agreement according to its terms and conditions, and this Agreement has been duly executed and delivered by Sellers and constitutes a legal, valid and binding obligation of Sellers, enforceable against Sellers in accordance with its terms;
(b)	Litigation. Seller is not aware of any pending or threatened legal action, investigation or administrative proceeding by any third party or federal, state or local governmental authority which may prohibit the transfer and sale of the Interests, encumber the Interests or affect the validity of any of the Leases or Contracts;
(c)	Bankruptcy. Sellers are not now in, nor do Sellers contemplate entering into, bankruptcy protection or any similar state law protection;
(d)	No Conflicts. The execution and delivery of this Agreement does not, and the fulfillment of and compliance with the terms and conditions hereof will not: (i) result in the imposition or creation of any lien, charge or other encumbrance upon or with respect to any of the Interests; (ii) contravene, violate, or be in conflict with or breach any material provision of, or give any person the right to declare a default or exercise any remedy under, or to cancel, terminate or modify, any of the Contracts; or (iii) contravene, violate, be in conflict with, or give any federal, state or local governmental authority or other person the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under, any federal, state or local laws, except such contraventions, violations, challenges, conflicts or claims for or exercises of any remedy or relief as would not, individua lly or in the aggregate, have a material adverse effect on the Interests, or Seller’s ability to consummate this Agreement or the transactions contemplated hereby;
(e)	Compliance with Laws. Except as would not have a material adverse effect on any of the Interests, to its knowledge: (i) Seller’s ownership and operation, and any third-party operator’s operation, of or with respect to the Interests is and has been in compliance with all applicable federal, state or local laws, rules, regulations and permits; (ii) all permits and/or bonds applicable to the Interests are specified on Exhibit E, and (A) Seller, or any third-party operator of or with respect to the Interests, has acquired and maintains all permits and bonds from appropriate federal, state or local governmental authorities necessary to conduct any operations now being performed in compliance with all applicable federal, state and local laws rules, regulations and permits; (B) Seller, or any third- party operator of or with respect to the Interests, is in compliance with all such permits and bonds, and all such permits and bonds are in full force and effect; and (C) there are no legal or administrative investigations or proceedings, pending or threatened, challenging or seeking revocation or limitation of any such permits and bonds; and (iii) all plans, applications, reports, certificates and other instruments filed by Seller, or any third-party operator of or with respect to the Interests, with any federal, state or local governmental authority with respect to the Interests do not: (Y) contain any untrue statement of fact; or (Z) omit any statement of fact necessary to make the statements therein not misleading;

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(f)	Environmental Conditions. To Seller’s knowledge, with respect to or affecting the Interests, Seller, and each third-party operator of or with respect to the Interests, have been in material compliance with, and have not been and are not in any material respect in violation of or liable under, any federal, state or local environmental law, rule or regulation in effect at the Effective Time. Seller has no knowledge of any facts relating to the condition, use or operation of any of the Interests that are reasonably likely to constitute or result in a violation of any federal, state or local environmental law, rule or regulation in effect at the Effective Time, or result in a suit, action, claim, investigation, inquiry or proceeding under or with respect to such environmental law;
(g)	Special Title Warranty. Seller specially warrants to Buyer and its successors and assigns that it has an ownership interest in the Interests which is equal to or greater than the interest shown on Exhibit A, and that it has not previously conveyed or encumbered the Interests, that it has the full and unrestricted authority to convey the Interests, in full and unlimited ownership to the extent set forth on Exhibit A, and that it warrants and will defend title to the Interests against the claims and demands of all persons whomsoever claim the same or any part thereof, to the extent and subject to the limitations set forth on Exhibit A. The Interests are free and clear of valid claims or rights of any person claiming rights or interests therein by, through or under Seller, and there are no liens or encumbrances upon the Interests, except for those liens set forth on Exhibit H attached hereto (the “Permitted Liens”), and to Seller’s knowledge, no person claims an interes t in or upon the Interests;
(h)	No Material Adverse Change. Since the earlier of the date hereof or the date of the most recently provided production reports relating to the Interests, (i) to Seller’s knowledge, there has not been any material adverse change in the operations or condition of the Interests, and no event has occurred or circumstance exists that may result in such a material adverse change; provided, however, that in no event shall any change resulting from conditions affecting the coal or oil and gas industry generally, changes in commodity prices, or changes in general business or economic conditions constitute a material adverse change in the operations or condition of the Interests; and (ii) Seller has not sold, transferred or abandoned any part of the Interests or terminated any of the Leases or Contracts, or voluntarily permitted any of the Interests or any material rights with respect thereto to expire, and has no t waived or released any material rights with respect to the Interests;
(i)	Insurance. All of the Interests are covered by self insurance or currently effective insurance policies of such types and amounts as are consistent with customary practices and standards in the oil and gas industry.
(j)	No Untrue Statements. None of the written materials provided to Buyer in connection with its review of the Interests contained any untrue statement of material fact or omitted any fact necessary to make any statement therein not misleading; and
(k)	Survival. The representations and warranties contained in this Section 3 will survive the consummation of the transactions contemplated by this Agreement, for a period of one year.

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4. Buyer’s Representations. Buyer warrants and represents to Seller that as of the Closing Date:

(a)	Organization and Qualification. Buyer is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted; Buyer is duly qualified to carry on its business as a foreign corporation in the state of Texas, in which the Interests are located;
(b)	Authorization; Enforcement. Buyer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated thereby have been duly authorized by all necessary action on the part of Buyer and no further action is required by Buyer in connection therewith. This Agreement has been duly executed by Buyer and constitutes a valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ and contracting parties rights generally;
(c)	No Conflicts. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of Buyer’s certificate or articles of incorporation or bylaws, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument to which Buyer is a party or by which any property or asset of te Buyer is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Buyer is subject (including federal and state securities laws and regulations), or by which any property or asset of Buyer is boun d or affected;
(d)	Filings, Consents and Approvals. Buyer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by Buyer of this Agreement, other than (a) any filing with the Securities and Exchange Commission (the “Commission”) and applicable Blue Sky filings, and (b) such other filings as may be required following the Closing Date under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and state corporate law;

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(e)	SEC Reports. Buyer has filed all reports required to be filed by Buyer under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(f)	Litigation. Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of Buyer, threatened against or affecting Buyer or any of Buyer’s properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) materially and adversely affects or challenges the legality, validity or enforceability of this Agreement or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a material adverse effect on the results of operations, assets, business or financial condition of Buyer. Neither Buyer nor any director or officer thereof is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and t o the knowledge of Buyer, there is not pending or contemplated, any investigation by the Commission involving Buyer or any current or former director or officer of Buyer;
(g)	Compliance. Buyer (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Buyer under), nor has Buyer received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any order of any court, arbitrator or governmental body, or (iii) is not in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business;
(h)	Regulatory Permits. Buyer possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its business (“Material Permits”), and Buyer has not received any notice of proceedings relating to the revocation or modification of any Material Permit;

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(i)	Nature of Interest. Buyer has purchased the Interests for its own account and not with an interest to resale or distribution in violation of any applicable securities laws;
(j)	Bankruptcy. Buyer is not now in, nor does it contemplate entering into bankruptcy protection or any similar state law protection; and
(k)	Reliance on Expertise. Buyer has fully relied upon its own expertise and information in making its decision to enter into this Agreement; provided, however, that nothing in the Section 4(m) shall be constituted to relieve Seller from any liability for misrepresentation with respect to Seller’s representations and warranties contained in Section 3 hereof.
(l)	Survival. The representations and warranties contained in this Section 4 will survive the consummation of the transactions contemplated by this Agreement, for a period of one year.

5. Covenants Of Seller. Seller covenants and agrees with Buyer as follows:

       (a) Between the date of execution of this Agreement and Closing, Seller shall cause the Properties to
be developed, maintained and operated in a good and workmanlike manner, shall maintain insurance now in force
with respect to the Interests, shall pay or cause to be paid all costs and expenses incurred in connection with the
Properties, shall keep the Leases in full force and effect and shall perform and comply with all of the covenants and
conditions contained in the Leases and all agreements relating to the Properties; provided, however, Seller shall not
commence operations for the drilling of any new well or the redrilling or reworking of any existing well on the
Properties after t he date of execution of this Agreement without the prior written consent of Buyer.

       (b) Between the date of execution of this Agreement and Closing, Seller shall carry on its business
with respect to the Properties in substantially the same manner as Seller has prior to the date of this Agreement, and
shall not introduce any new method of management, operation or accounting with respect to the Properties.

       (c) Without the prior written consent of Buyer, between the date of execution of this Agreement and
Closing, Seller shall not enter into any new agreements or commitments with respect to the Properties, shall not
make any expenditures on any Properties in excess of $1,000.00, shall not abandon any well located on the
Properties, nor release or abandon all or any portion of any of the Leases, shall not modify or terminate any of the
agreements relating to the Properties, and shall not encumber, sell or otherwise dispose of any of the Properties other
than personal property that is replaced by equivalent property or consumed in the normal operation of the Properties.

       (d) Between the date of execution of this Agreement and Closing, Seller shall take all steps necessary
to allow Buyer to take over operations of all Wells as of the Effective Time, and shall also take all steps necessary to
cause Buyer to be duly designated operator, for Buyer’s own account, of those wells as of such date.

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       (e) Between the date of execution of this Agreement and Closing, Seller shall maintain and preserve
its field organization for operating the Properties in order to preserve such field organization for Buyer on and after
Closing.

       (f) Between the date of execution of this Agreement and Closing, Seller shall exercise reasonable care
in safeguarding and maintaining in a secure manner all engineering, geological and geophysical data, reports and
maps, and all other confidential data in the possession of Seller, relating to the Properties.

       (g) Between the date of execution of this Agreement and Closing, Seller shall continue to comply
with all applicable laws, rules, regulations, ord inances and orders of all local, tribal, state and federal governmental
bodies, authorities and agencies having jurisdiction over the Properties.

       (h) Between the date of execution of this Agreement and Closing, Seller grants Buyer and its
employees and agents the right of access to the Properties and the right to witness and conduct well tests on the
Properties.

       (i) Seller shall use its best efforts to take or cause to be taken all such actions as may be necessary or
advisable to consummate and make effective the sale of the Properties and the transactions contemplated by this
Agreement, including but not limited to promptly prosecuting the transfer of all Permits necessary for the operation
of the Properties, and t o assure that as of the Closing Date, Seller will not be under any material corporate, legal or
contractual restriction that would prohibit or delay the timely consummation of such transactions.

       (j) Seller shall cause all of its representations and warranties contained in this Agreement to be true
and correct on and as of the Closing Date. To the extent the conditions precedent to the obligations of Buyer are
within the control of Seller, Seller shall cause such conditions to be satisfied on or prior to the Closing Date and, to
the extent the conditions precedent to the obligations of Buyer are not within the control of Seller, Seller shall use
diligent effort to cause such conditions to be satisfied on or prior to the Closing Date.

       (k) Sel ler shall promptly notify Buyer if any representation or warranty of Seller contained in this
Agreement is discovered to be or becomes untrue, or if Seller fails to perform or comply with any covenant,
condition or agreement contained in this Agreement or it is reasonably anticipated that Seller will be unable to
perform or comply with any covenant, condition or agreement contained in this Agreement.

6. Covenants of Buyer. Buyer covenants and agrees with Seller as follows:

       (a) Buyer shall use diligent efforts to take or cause to be taken all such actions as may be necessary or
advisable to consummate and make effective the purchase of the Properties and the transactions contemplated by
this Agreement, and to assure that as of the Closing Date, Buyer will not be under any material corporate, legal or
contractual restriction that would prohibit or delay the timely consummation of such transactions.

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       (b) Buyer shall cause all of its representations and warranties contained in this Agreement to be true
and correct on and as of the Closing Date. To the extent the conditions precedent to the obligations of Seller are
within the control of Buyer, Buyer shall cause such conditions to be satisfied on or prior to the Closing Date and, to
the extent the conditions precedent to the obligations of Seller are not within the control of Buyer, Buyer shall use
diligent effort to cause such conditions to be satisfied on or prior to the Closing Date.

       (c) Buyer shall promptly notify Seller if any representation or warranty of Buyer contained in this
Agreement is discovered to be or becomes untrue, or if Buyer fails to perform or comply with any covenant,
condition or agreement contained in this Agreement or it is reasonably anticipated that Buyer will be unable to
perform or comply with any covenant,, condition or agreement contained in this Agreement.

       (d) Buyer shall use its best efforts in safeguarding and maintaining in a secure manner all engineering,
geological and geophysical data, reports and maps, and all other confidential data provided by Seller, in the
possession of Buyer, relating to the Properties.

7. Title Procedure and Casualty Loss. If any of the information or material supplied by Seller pursuant to this
Agreement or any other information or data obtained by Buyer reflects the existence of any encumbrance,
encroachment, defect in or objection to title, other than those set forth in Exhibit A, that render title to the Properties
or any portion of the Properties defective or encumbered, such that the Properties or any portion of the Properties are
not capable of being conveyed due to a title defect or objection that would make the Properties unmerchantable
(“Title Defects”):

       (a) Buyer shall notify Seller of the Title Defects, as they are identified, but in any event within 10
days following execution of this Agreement, and providing Seller adequate information to enable Seller to go
forward with curing the Title Defects. Within 10 days prior to Closing, Seller shall furnish Buyer all documentation
satisfying the Title Defects.

       (b) If Seller is unable to cure the Title Defect, Buyer shal l have the option to: remove the Properties
on which there are Title Defects from the transaction contemplated by this Agreement and reduce the Purchase Price
accordingly in a mutually agreeable amount; or, accept the Properties with the Title Defects and adjust the Purchase
Price in an amount agreed upon by Buyer and Seller. If Buyer and Seller cannot reach an agreement on an
adjustment to the Purchase Price, Buyer shall have the further option to remove the Properties or accept the
Properties with no adjustment in the Purchase Price.

       (c) The value of Title Defects not constituting a breach of any of Seller’s representations or warranties
must exceed $25,000.00 in value before any adjustment to the Purchase Price will be made. Upon the determination
that all such Title Defects total in excess of $25,000.00 in value, all identified Title Defects may give rise to a
Purchase Price adjustment. Notwithstanding this limitation, Buyer always shall have the option to remove from this
transaction any Properties on which there are Title Defects, regardless of the value assigned to the Title Defects and
affected Properties.

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       (d) Casualty Loss. If, prior to Closing, all or any portion of the Properties shall be destroyed by fire
or other casualty, or if any portion of the Properties shall be taken in condemnation or under the right of eminent
domain, or, if proceedings for such purposes shall be pending or threatened, Buyer may elect to terminate this
Agreement. If Buyer makes this election, neither party shall have any further obligation to the other under or by this
Agreement, except such obligations which, by their terms, survive termination of this Agreement. If not so
terminated, this Agreement shall remain in full force and effect notwithstanding any such destruction or taking, and
Seller shall, at Closing, pay to Buyer all sums (such as insurance proceeds) paid to Seller by reason of such
destruction or taking. In addition, Seller shall assign, transfer and set over to Buyer all of the right, title and interest
of Seller in and to any unpaid awards or other payments arising out of such destruction or taking. Seller shall not
voluntarily compromise, settle or adjust any amounts payable by reason of such destruction or taking without first
obtaining the written consent of Buyer.

8. Physical and Environmental Inspection. After the execution of this Agreement, Buyer and its authorized
representative shall have physical access to the Interests at Buyer’s sole cost, risk and expense for the purpose of
inspecting the Interests as may be reasonably necessary and appropriate, in Buyer’s sole judgment, to evaluate the
physical and environmental condition of the Interests, including the i dentification of wetlands. Buyer shall defend
and indemnify Seller from any and all liability, claims, causes of action, injury to Buyer’s employees, agents or
contractors or to Seller’s property which may arise out of Buyer’s inspections, but only to the extent of Buyer’s
negligence. Buyer agrees to provide Seller, upon reasonable request, a copy of any environmental assessments
including any reports, data and conclusions. Except as otherwise provided by law or regulation, Buyer and Seller
shall keep any and all such data or information obtained or determined during such inspections and the results of any
analysis strictly confidential and shall not disclose same to any person or agency without the prior written approval
of both Buyer and Seller. The foregoing obligation of confidentiality shall survi ve the Closing or termination of this
Agreement.

9. Due Diligence Period. During the due diligence period, Buyer shall complete its physical and
environmental inspections and such other due diligence as it deems reasonably necessary, in its sole judgment, prior
to Closing.

10. Warranty of Title. In all conveyances executed and delivered hereunder, Seller shall specially warrant to
Buyer and its successors and assigns that it has an ownership interest in the Properties which is equal to or greater
than the interest shown on Exhibit A, and that it has not previously conveyed or encumbered the Properties, that it
has the full and unrestricted authority to convey the Properties, in full and unlimited ownership to the extent set forth
on Exhi bit A, and that it will warrant and defend title to the Properties against the lawful claims and demands of all
persons whomsoever claim the same or any part thereof, to the extent and subject to the limitations set forth on
Exhibit A. Except for those representations and warranties set forth in this Agreement, Seller makes no other
warranty or representation as to the quantity or quality of title to the Properties.

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11. Conditions of Closing by Buyer. The obligation of Buyer to close is subject to the satisfaction of the
following conditions:

(a)	Buyer shall have had reasonable access to all data and records which it has reasonably requested;
(b)	Buyer shall have had reasonable access to the leases and equipment included in the Interests to conduct an inspection for all purposes, including environmental condition;
(c)	No material adverse change in the condition of or title to the Interests shall have occurred prior to the Effective Time, except depletion through normal production within authorized, allowable, ordinary changes in the rates of production and depreciation of equipment through ordinary wear and tear; and
(d)	All representations and warranties of Seller contained in the Agreement shall be true, correct and not misleading in all material respects, and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller.

12. Conditions of Closing by Seller. The obligation of Seller to close is subject to the satisfaction of the
following conditions: Seller shall be satisfied with the results of its due diligence review of Buyer; all
representations and warranties of Buyer contained in the Agreement shall be true, correct and not misleading in all
material respects, and Buyer shall have performed and satisfied all agreements and covenants in all material respects
required by this Agreement to be performed and satisfied by Buyer.

13. Closing. The closing (the “Closing”) shall occur on or before October 1, 2007 (the “Closing Date”), at the
offices of Seller or at such other time and place as the parties may mutually agree in writing. At Closing, the
following will occur:

(a)	Seller shall execute, acknowledge and deliver an Assignment, Conveyance and Bill of Sale, covering all of the Interests to be sold pursuant hereto;
(b)	Buyer shall deliver documents satisfactory to Sheridan establishing its liability and responsibility under the loan documents;
(c)	Seller and Buyer shall execute all necessary forms to be filed with the appropriate regulatory authorities concerning the change in ownership and operatorship of the Interests and Buyer shall submit same for approval by such regulatory authorities at Buyer’s expense and Buyer shall deliver to Seller evidence of the appropriate state and federal plugging bond, surety letter or letter of credit acceptable to such authority to authorize Buyer or Buyer’s designee’s right to conduct operations, if applicable;
(d)	Seller shall deliver to Buyer exclusive possession of the Interests;
(e)	Seller shall deliver to Buyer letters-in-lieu of transfer order in form and content satisfactory to Buyer;
(f)	Seller shall provide Buyer any maps, reports and other written material relating to the Interests including, without limitation, lease files, property records, contract files, operations files, copies of tax and accounting records and files, well files, geological and geophysical maps, core analyses and hydrocarbon analyses, well logs, mud logs, core data and field studies (“Records”). Except for accounting records and files, all such documents and files shall be originals including, without limitation, original file jackets and folders.

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14. Reservations and Exceptions. Sale and purchase of the Interests is made subject to all reservations,
exceptions, limitations, contracts and other burdens or instruments which are of record or of which Buyer has actual
notice, other than those caused or created by Seller or those such as would constitute a breach of Seller’s
representations, warranties and covenants.

15. Assumption of Liabilities and Indemnities. As used in this paragraph and the subparagraphs hereunder,
“Claims” shall include claims, demands, causes of action, liabilities, damages, penalties and judgments of any kind
or character and all costs and fees in connection therewith, including reasonable attorney’s fees.

(a)

Without limiting the representations and warranties of Seller contained herein or Buyer’s remedies in respect thereof, the Interests have been used for exploring, developing and producing oil and gas. Spills of wastes, crude oil, produced water, hazardous substances and other materials may have occurred in the past on the leases or in connection with the Interests. There is a possibility that there are currently unknown wells, abandoned wells, plugged wells, pipelines and other equipment on or underneath the property. Seller warrants and represents that it is unaware of any such conditions at the time of Closing. It is the intent, therefore, that all liability associated with the above matters, to the extent that they are unknown to Seller at the time of Closing, as well as any liability to plug or re-plug such wells in accordance with the applicable rules, regulations and requirements of governmental agencies are passed to Buyer at Closing and that Buyer shall assume all liability f or such matters and all claims related thereto absent proof of Seller’s fraudulent concealment thereof. Additionally, the Interests may contain hazardous substances or Naturally Occurring Radioactive Material (“NORM”). NORM may affix or attach itself to the inside of wells, materials and equipment as scale or in other forms; wells, materials and equipment located on the leases or included in the Interests may contain NORM and NORM containing material may have been buried or otherwise disposed of on the leases. Seller is unaware of any such conditions as of the Closing. Special procedures may be required for remediating, removing, transporting and disposing of NORM, hazardous materials and other substances from the Interests and absent proof of Seller’s fraudulent concealment, Buyer assumes all liability for any assessment, remediation, removal, transportation and disposal of these materials and associated activities in accordance with the applicable rules, requirements and regulat ions of governmental agencies.

(b)

At Closing, Buyer shall assume and be responsible for and comply with all duties and obligations of Seller, express or implied, arising on or after the Closing, with respect to the Interests, including, without limitation, those arising under or by virtue of any lease, contract, agreement, document, permit, applicable statute or rule, regulation or order of any governmental authority assigned to it except to the extent (i) that the existence of such duties and obligations constitute a breach of Sellers representations, warranties or covenants or (ii) Seller failed to disclose any such duty or obligation to Buyer in writing prior to the Effective Time.

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(c)	Seller shall defend, indemnify and hold Buyer harmless from any and all claims relating to matters or events arising or relating to the period of time preceding the Closing Date including, without limitation, mispayment of royalties and other accounting matters, and for any breach by Seller of any representation, warranty or covenant contained herein.
(d)	The indemnities in this paragraph shall inure to the benefit of Buyer and Seller and their respective officers, directors, employees, agents, successors and assigns.

16. Taxes. All ad valorem taxes, real property taxes, and similar obligations with respect to the tax period in
which the Effective Date occurs (the “current tax period”) shall be apportioned between Seller and Buyer as of the
Effective Date based on the immediately preceding tax period assessment. Seller shall pay, and defend and hold
Buyer harmless with respect to payment of all taxes relating to the Properties for the current tax period, before the
Effective Date and prior years, together with any interest or penalties assessed thereon. Buyer shall pay, and defend
and hold Seller harmless with respect to payment of all taxes relating to the Properties for the tax period after the
Effective Date and thereafter, together with any interest or penalties assessed thereon.

17. A ccounting. All proceeds (including proceeds held in suspense or escrow) from the sale of production
actually sold and delivered prior to the Effective Time attributable to the Interests shall belong to Seller and all
proceeds from production and/or sales thereafter shall belong to Buyer. All costs, expenses and obligations relating
to the Interests which accrue prior to the Effective Time shall be paid and discharged by Seller regardless of when or
where invoices for such costs, expenses and obligations are received.

18. Broker’s Fees. Seller has not utilized a broker in connection with this transaction and Buyer shall be
responsible for any Broker’s fee it incurs as a result of this transaction.

19. Attachments. In addition to the attachments previously referenced, Seller shall provide and attach to this
Agreement (i) an list showing all field equipment such as pumps, tanks, tools, meters, pipe, etc. which shall be
attached hereto as Exhibit F; (ii) a comprehensive list of all wells, identifying each as producing, non-producing,
plugged, injection, etc. which shall be attached hereto as Exhibit D, (iii) copies of any and all notices from any
governmental authority relating to the Interests and subject to compliance which shall be attached hereto as Exhibit
E.

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20. Notices All communications required or permitted under this Agreement shall be in writing and any
communication or delivery hereunder shall be deemed to have been fully made if actually delivered or if mailed by
registered or certified mail, postage prepaid to the addresses set forth below:

SELLER:	Catlin Oil and Gas, Inc.
	124 N. Church St.
	Jacksboro, Texas
BUYER	Heartland Oil & Gas Corp.
	14255 US Highway 1, Suite 209
	Juno Beach, Florida 33408
	Attn: Steven A. Fall, President
	Phone: 561 630 2977
	Facsimile: 561 277 2430

21. Further Assurance. After Closing, each of the parties shall execute, acknowledge and deliver to the other
such further instruments and take such other actions as may be reasonably necessary to carry out the provisions of
this Agreement.

22. Operations by Seller. Seller shall operate the Interests until the closing at which time the operations will be
turned over to and become the responsibility of Buyer. The risk of casualty loss relating to the Interests shall pass
from Seller to Buyer on the Closing Date.

23. Entire Agreement. This Agreement, including all exhibits hereto, plus each Assignment, Conveyance and
Bill of Sale to be delivered at Closing, contains the entire agreement of the Parties and may be supplemented,
altered, amended, modified or revoked only in a writing signed by the Parties. This Agreement supersedes any prior
Agreements between the Parties concerning sale of the Interests. The headings are for guidance only and shall have
no significance in the interpretation of this Agreement. Should any provision of this Agreement be deemed illegal
or unenforceable, all other provisions of this Agreement shall remain in full force and effect.

24. Assignability. This Agreement and the rights and obligations hereunder shall not be assigned or delegable
by either party hereto without the prior written consent of the other party, which consent shall not be unreasonably
withheld.

25. Survival. All representations, warranties, covenants and agreements set forth herein or in any instrument or
certificate delivered in conne ction herewith shall survive the Closing without limitation as to time.

26. Governing Law. This agreement shall be governed by the laws of the State of Texas without regard to
conflicts of laws.

27. Counterparts. This Agreement may be executed in counterparts each counterpart shall constitute a binding
original.

28. Attorneys Fees. In the event that any litigation, arbitration or other proceeding is brought hereunder or in
respect hereof, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs of
investigation.

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EXECUTED as of the date first above mentioned.

SELLER

CATLIN OIL AND GAS, INC.

By:	/s/ Kamal Abdallah
Name:	Kamal Abdallah
Title:	Chairman

BUYER

HEARTLAND OIL AND GAS CORP.

By:	/s/ Christopher J. McCauley
Name:	Christopher J. McCauley
Title:	Secretary

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EXHIBITS


Exhibit A - Description of Properties
Exhibit B - Map of Properties
Exhibit C - Leases
Exhibit D - Wells
Exhibit E - Permits and Governmental Authorizations
Exhibit F - Equipment
Exhibit G - Permitted Liens
Exhibit H - Loan Documents

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EX-10

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
SECURED BY SUCH SECURITIES.

$3,635,000

PROMISSORY NOTE

DUE April 6, 2008

THIS NOTE is the duly authorized and issued Promissory Notes of Heartland Oil and Gas Corp., a Nevada corporation whose
principal place of business is located at 12603 Southwest Freeway, Houston, Texas 77477. (“HTOG” or the “Company”),
designated as its Senior Secured Promissory Note, due on April 6, 2008 (the “ Note “).

FOR VALUE RECEIVED, the Company promises to pay to Universal Property Development and Acquisition Corporation or its
assigns (the “Holder”), the principal sum of $3,635,000 on the date and in the principal amount set forth below. This Note is
subject to the following additional provisions:

Section 1 .   Definitions . For the purposes hereof, in addition to the terms defined elsewhere in this Note: (a) capitalized terms
not otherwise defined herein have the meanings given to such terms in the Loan Agreement, and (b) the following terms shall
have the following meanings:

“ Business Day “ means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States
or a day on which banking institutions in the State of New York are authorized or required by law or other government action to
close.

“ Change of Control Transaction “ means the occurrence after the date hereof, of any of (i) an acquisition after the date hereof by
an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective
control (whether through legal or beneficial ownership of capital stock of the Company, by co ntract or otherwise) of in excess of
50% of the voting securities of the Company, (ii) a replacement at one time or within a three year period of more than one-half of
the members of the Company’s board of directors which is not approved by a majority of those individuals who are members of
the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any
date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are
members on the date hereof), or (iii) the execution by the Company of an agreement to which the Company is a party or by which
it is bound, providing for any of the events set forth above in (i) or (ii).

“ Event of Default “ shall have the meaning set forth in Section 5 .

“ Exchange Act “ means the Securities Exchange Act of 1934, as amended.

“ Late Fee “ shall have the meaning set forth in section 3(b) to this Note.

“ Mandatory Repayment Amount “ shall equal the sum of (i) 115% of the principal  amount of Note to be repaid and (i) all other
amounts, costs, expenses and liquidated damages  due in respect of the Note.

“ Maturity Date “ means April 6, 2008, or such earlier date as the Note is required or permitted to be repaid as provided in this
Note.

“ Original Issue Date “ shall mean the date of the first issuance of the Note regardless of the number of transfers of the Note and
regardless of the number of instruments which may be issued to evidence the Note.

“ Person “ means a corpor ation, an association, a partnership, organization, a business, an individual, a government or political
subdivision thereof or a governmental agency.

“ Securities Act “ means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Section 2 .   Payment of Principal .

a)   Payment of Principal . The outstanding principal under the Loan and this Note shall be due in one payment and payable on
April 6, 2008.

b)   Late Fee . All overdue accrued and unpaid principal to be paid hereunder shall entail a late fee at the rate of 18% per annum
(or such lower maximum amount of interest permitted to be charged under applicable law) (“ Late Fee “).

< /a>c)   Optional Prepayment . The Company shall have the right to prepay, in cash, all, but not less than all, of the amount
outstanding under the Note, upon not less than ten (10) Business Days written notice to the Holder by paying to the Holder, in
immediately available funds, an amount equal to 100% of the then outstanding principal amount thereof and all other amounts,
costs, expenses and liquidated damages due in respect of the Note.

Section 3.   Registration of Transfers and Exchanges .

a)   Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized
denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration of tr ansfer
or exchange.

b)   Reliance on Note Register. Prior to due presentment to the Company for transfer of this Note, the Company and any agent of
the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the
Company nor any such agent shall be affected by notice to the contrary.

Section 4 .   Negative Covenants. Other than pursuant to the terms of any Transaction Document, so long as any portion of this
Note is outstanding, the Company will not and will not permit any of its Subsidiaries to directly or indirectly:

a)   amend its certificate of incorporation, bylaws or its charter documents so as to adversely affect any rights of the Holder;

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b)   repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of
its Common Stock, Preferred Stock, or other equity securities other than such repayments, repurchases, offers, acquisitions,
dividends or distributions from the Company’s wholly-owned Subsidiaries to the Company or to joint venture partners pursuant
to the existing Joint Ventures;

c)   dispose, in a single transaction, or in a series of transactions all or any part of its assets (other than cash) unless such disposal
is (i) in the ordinary course of business, (ii) for fair market value, (iii) for cash, (iv) approved by the board of directors of the
Company and (v) the proceeds received upon such sale are used to repay the Note;

d)   incur any capital expense in excess of $500,000;

e)   permit Kamal Abdallah to cease serving as Chief Executive Officer, or to otherwise cease to be the principal operating officer
with final decision-making authority for the Company;

f)   consummate any merger or acquisition except on terms satisfactory to Lender; or

g)   enter into any agreement with respect to any of the foregoing .

Section 5 .   Other Covenants . So long as any portion of this Note is outstanding, the Company will comply with the following
covenants:

a) Financial Reporting . The Company shall comply with the reporting requirements of the Exchange Act, shall timely file all
ann ual, quarterly and other reports under the Exchange Act and shall provide such other monthly financial reporting or other
monthly financial reports or other information as the Holder shall request.

b) Tangible Net Worth. The difference obtained by subtracting the Company’s total assets from its current liabilities shall not be
less than the aggregate principal, interest and other charges (including Late Fees) at any time.

Section 6 .   Events of Default .

a)   ” Event of Default “, wherever used herein, means any one of the following events (whatever the reason and whether it shall
be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any
order, rule or regulation of any administ rative or governmental body):

i.   any default in the payment of (A) the principal of amount of the Note, or (B) interest (including Late Fees) on, the Note, as
and when the same shall become due and payable (whether on the Maturity Date or by acceleration or otherwise) which default,
is not cured, within 2 Business Days;

ii.   the Company, any of its Subsidiaries shall fail to observe or perform any other covenant or agreement contained in this Note
which failure is not cured, if possible to cure, within 2 Business Days;

iii.   a default or event of default (subject to any grace or cure period provided for in the applicable agreement, document or
instrument) shall occur under any material agreement, lease, document or instrument to which the Company or any Subsidiary is
bound, which default is not cured, within 2 Business Days ;

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iv.   any representation or warranty made herein, in any written statement pursuant hereto or thereto, or in any other report,
financial statement or certificate made or delivered to the Holder or any other holder of Notes shall be untrue or incorrect in any
material respect as of the date when made or deemed made;

v.   (i) the Company, any of its Subsidiaries shall commence, or there shall be commenced against the Company or any such
Subsidiary a case or other similar proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or
any successor thereto which remain undismissed for a period of 60 days, or the Company or any Subsidiary commences any
other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, diss olution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any Subsidiary
thereof; (ii) the Company or any Subsidiary thereof is adjudicated by a court of competent jurisdiction insolvent or bankrupt; or
any order of relief or other order approving any such case or proceeding is entered; or (iii) the Company or any Subsidiary
thereof suffers any appointment of any custodian or the like for it or any substantial part of its property which continues
undischarged or unstayed for a period of 60 days; or (iv) the Company or any Subsidiary thereof makes a general assignment for
the benefit of creditors; or (v) the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its
debts generally as they become due; or (vi) the Compa ny or any Subsidiary thereof shall call a meeting of its creditors with a
view to arranging a composition, adjustment or restructuring of its debts; or (vii) the Company or any Subsidiary thereof shall by
any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or viii. any
corporate or other action is taken by the Company or any Subsidiary thereof for the purpose of effecting any of the foregoing;

vi.   the Company or any Subsidiary thereof shall default in any of its obligations under any mortgage, credit agreement or other
facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may
be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring
arrangement of the Company in an amount exceeding $25,000, whether such indebtedness now exists or shall hereafter be
created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which
it would otherwise become due and payable;

vii.   No Loan Party shall have experienced a Material Adverse Effect; or

viii.   the Company shall be a party to any Change of Control Transaction, shall agree to sell or dispose of all or in excess of 33%
of its assets in one or more transactions (whether or not such sale would constitute a Change of Control Transaction) or shall
redeem or repurchase more than a de minimis number of its outstanding shares of Common Stock or other equity securities of the
Company (other than repurchases of shares of Co mmon Stock or other equity securities of departing officers and directors of the
Company; provided such repurchases shall not exceed $100,000, in the aggregate, for all officers and directors during the term of
this Note).

b)   Remedies Upon Event of Default. If any Event of Default occurs, the full principal amount of this Note, together with interest
and other amounts owing in respect thereof, to the date of acceleration shall become, at the Holder’s election, immediately due
and payable in cash, and the aggregate amount payable under this Note shall be increased to the Mandatory Repayment Amount.
Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, interest on
the principal amount of th is Note shall accrue at the rate of 18% per annum, or such lower maximum amount of interest permitted
to be charged under applicable law. The Holder need not provide and the Company hereby waives any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and
all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be
rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a Note holder
until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or annulment
shall affect any subsequent Event of Default or impair any right consequent thereon.

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Section 7 .   Miscellaneous .

a)   Notices . Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in
writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the
Company, at the address set forth above, facsimile number   (561) 277-2430, Attn: Christopher McCauley,   or such other address
or facsimile number as the Company may specify for such purposes by notice to be delivered in accordance with this Section.
Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to the Holder at 14255
US Highway 1, Suite 209, Juno Beach, Florida 33408. Any notice or other communication or deliveries hereunder shall be
deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m. (New York City time) on a Business Day,
(ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone
number specified in this Section later than 5:30 p.m. (New York City time) on such date or if the date of such transmission is not
a Business Day, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier
service, or (iv) upon actual receipt by the party to whom su ch notice is required to be given.

b)   Absolute Obligation . Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, interest and liquidated damages (if any) on, this Note at
the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.

c)   Lost or Mutilated Note . If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or
destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed but only upon receipt of
evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and indemnity, if requested, all reasonably
satisfactory to the Company.

d)   Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Note shall be
governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in t he state and federal courts
sitting in the City of New York, Borough of Manhattan (the “ New York Courts “). Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the
Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, or such New York Courts are improper or inconvenient venue for
such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions
contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Note, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and othe r costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5

e)   Waiver . Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of
the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of
this Note. Any waiver must be in writing.

f)   Severability . If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates applicable laws
governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted
rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or applicable usury law or other law
which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as
contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the
performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or
advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of
any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been
enacted.

g)   Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.

h)   Headings . The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be
deemed to limit or affect any of the provisions hereof.

IN WITNESS WHEREOF, t he Company has caused this Note to be duly executed by a duly authorized officer as of the date first
above indicated.

HEARTLAND OIL AND GAS CORP.

/s/ Kamal Abdallah

Kamal Abdallah

Chief Executive Officer

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EX-10

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OT HER LOAN
SECURED BY SUCH SECURITIES.

$3,250,000

PROMISSORY NOTE

DUE AUGUST 16, 2010

THIS NOTE is the duly authorized and issued Promissory Note of Heartland Oil and Gas Corp , a Nevada corporation whose
principal place of business is located at 12603 Southwest Freeway, Suite 285, Houston, Texas 77477 (“ HTOG “ or the “
Company “), designated as its Promissory Note, due on August 16, 2010 (the “ Note “).

FOR VALUE RECEIVED, the Company promises to pay to Universal Property Development and Acquisition Corporation or its
assigns (the “ Holder “), the principal sum of $3,250,000 (“ Principal Amount “), together with interest from August 15, 2007 on
the balance of principal from time to time outstanding at the rates and on the dates hereinafter described. This Note is subject to
the following additional provisions:

       Section 1.  Definitions . For the purposes hereof, in addition to the terms defined elsewhere in the Note: (a)
capitalized terms not otherwise defined herein have the meanings given to such terms in the Loan Agreement, and (b) the
following terms shall have the following meanings:

       “ Business Day “ means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the
United States or a day on which banking institutions in the State of New York are authorized or required by law or other
government action to close.

        ” Capital Expenditures “ means all expenditures which in accordance with GAAP would be classified as capital
expenditures, including without limitation, Capital Lease Obligations.

        ” Capital Lease “ means any lease of property, real or personal, the obligations with respect to which are required to be
capitalized on a balance sheet of the lessee in accordance with GAAP.

       “ Capital Lease Obligations “ means the capitalized lease obligations relating to a Capital Lease determined in
accordance with GAAP.

       “ Cash Flow Coverage Ratio “ means the ratio of Consolidated EBITDA to the interest and principal payable under the
Note and the Capital Expenditures.

       “ Change in Directorship “ means Kamal Abdallah or a replacement for any such Person approved in accordance with
this definition shall cease for any reason to serve as a member of the board of directors of the Company.

       “ Change of Control Transaction “ means the occurrence after the date hereof, of any of (i) an acquisition after the date
hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in
excess of 50% of the voting securities of the Company, (ii) a replacement at one time or within a three year period of more than one-half of the members of the Company’s board of directors which is not approved by a majority of those individuals who are
members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of
directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of
directors who are members on the date hereof), or (iii) the execution by the Company of an agreement to which the Company is a
party or by which it is bound, providing for any of the events set forth above in (i) or (ii).

       “ Consolidated EBITDA “ means, for any period, Consolidated Net Income plus Consolidated Interest Expense, plus,
to the extent the following items are deducted in calculating Consolidated N et Income, (i) all provisions for any Federal, state or
other income taxes for such period, plus (ii) depreciation, amortization and other non-cash charges for such period.

       “ Consolidated Interest Expense “ means, for any period, all interest expense, excluding amortization of debt discount
and premium but including the interest component under Capital Leases for such period, of the Company and its Subsidiaries on
a consolidated basis determined in accordance with GAAP.

       “ Consolidated Net Income “ means, for any period, the net income (excluding extraordinary losses, but including
extraordinary gains) of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP applied
o n a consistent basis for such period.

       “ Event of Default “ shall have the meaning set forth in Section 7.

       “ Exchange Act “ means the Securities Exchange Act of 1934, as amended.

       “ Interest Period “ means each period from and including a Settlement Date (or, in the case of the initial Interest Period,
from and including the Closing Date) to but excluding the next succeeding Settlement Date (or, in the case of the final Interest
Period, the Maturity Date).

       “ Late Fee “ shall have the meaning set forth in section 3(e) to this Note.

& nbsp;      “ Mandatory Repayment Amount “ means the amount equal the sum of (i) 115% of the principal amount of Note to be
repaid and (i) all other amounts, costs, expenses and liquidated damages due in respect of the Note.

       “ Maturity Date “ means August 16, 2010 or such earlier date as the Note is required or permitted to be repaid as
provided in this Note.

       “ Person “ means a corporation, an association, a partnership, organization, a business, an individual, a government or
political subdivision thereof or a governmental agency.

2

       “ Securities Act “ means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.



       Section 2.  Payment of Principal and Interest .

       a)  Payment of Principal . The outstanding Principal Amount under the Loan shall be due and payable by the
Company, in thirty-six (36) consecutive equal installments in the amount of $90,277.78, due on each Settlement Date.

       b)  Interest Rate . The Company shall pay interest on the unpaid Principal Amount of the Loan, from August 15, 2007
until such principal amount shall be paid in full, at the rate of 15% per annum. Interest shall be computed daily based on a year of
360 days and the actual days elapsed (including the first day but excluding the last day) in the period for which interest is
payable.

       c)  Payment of Interest . Interest shall be payable (i) in arrears for each Interest Period on the Settlement Date
immediately succeeding such Interest Period, (ii) on the Maturity Date, and (iii) if any interest accrues or remains payable after
the Maturity Date, upon demand by the Holder.

       d)  Late Fee . All overdue accrued and unpaid principal to be paid hereunder shall entail a late fee at the rate of 20%
per annum (or such lower maximum amount of interest permitted to be charged under applicable law) ( 220; Late Fee “).

       e.  Optional Prepayment . So long as the cumulative interest paid under the Note, including the date of such
prepayment (“ Prepayment Date “), shall be not less than $150,000 (“ Interest Threshold Amount “) the Company shall have the
right to prepay, in cash, all, but not less than all, of the amount outstanding under the Note, upon not less than ten (10) Business
Days written notice to the Holder by paying to the Holder, in immediately available funds, an amount equal to 100% of the then
outstanding principal amount thereof and all interest and other amounts, costs, expenses and liquidated damages due in respect of
the Note. Notwithstanding the foregoing, if the Company has not paid the Interest Threshold Amount, the Company ma y pay the
Holder the difference between the Interest paid the Company by the Prepayment Date and the Interest Threshold Amount to meet
the obligation set forth in the previous sentence for the prepayment of the Note.

       Section 3.  Registration of Transfers and Exchanges .

       a)  Different Denominations . This Note is exchangeable for an equal aggregate principal amount of Notes of
different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such
registration of transfer or exchange.

       b)  Reliance on Note Register . Prior to due presentment to the Company for transfer of this Note, the Company and
any agent of the Company may treat the Person in whose name this Note is duly registered on the note register as the owner
hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue,
and neither the Company nor any such agent shall be affected by notice to the contrary.

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       Section 4.  Negative Covenants . So long as any portion of this Note is outstanding, the Company will not and will
not permit any of its Subsidiaries to directly or indirectly:

       a)  amend its certificate of incorporation, bylaws or its charter documents so as to adversely affect any rights of the
Holder;

       b)  repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in
respect of any of its Common Stock or other equity securities other than such repayments, repurchases, offers, acquisitions,
dividends or distributions from the Company’s wholly-owned Subsidiaries to the Company;

 &n bsp;     c)  dispose, in a single transaction, or in a series of transactions all or any part of its assets (other than cash) unless
such disposal is (i) in the ordinary course of business, (ii) for fair market value, (iii) for cash, (iv) approved by the board of
directors of the Company and (v) the proceeds received upon such sale are used to repay the Note;

       d)  incur any capital expense in excess of $500,000;

       e)  consummate any merger or acquisition except on terms satisfactory to Holder; or

       f)  enter into any agreement with respect to any of the foregoing.

Section 5.  Other Covenants . So long as any portion of this Note is outstanding, the Company will comply with the
following covenants:

       a)  Financial Reporting . The Company shall comply with the reporting requirements of the Exchange Act, shall
timely file all annual, quarterly and other reports under the Exchange Act and shall provide such other monthly financial
reporting or other monthly financial reports or other information as the Holder shall request.

       Section 6.  Events of Default .

       a)  ” Event of Default “, wherever used herein, means any one of the following events (whatever the reason and
whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):

         i.  any default in the payment of (A) the principal of amount of the Note, or (B) interest (including Late
Fees) on, the Note, as and when the same shall become due and payable (whether on the Maturity Date or by acceleration or
otherwise) which default, is not cured, within 2 Business Days;

         ii.  the Company, any of its Subsidiaries shall fail to observe or perform any other covenant or agreement
contained in this Note which failure is not cured, if possible to cure, within 2 Business Days;

      &nbs p;  iii.  a default or event of default (subject to any grace or cure period provided for in the applicable
agreement, document or instrument) shall occur under any material agreement, lease, document or instrument to which the
Company or any Subsidiary is bound;

         iv.  any representation or warranty made herein, in any written statement pursuant hereto or thereto, or in
any other report, financial statement or certificate made or delivered to the Holder or any other holder of Notes shall be untrue or
incorrect in any material respect as of the date when made or deemed made;

4

         v.  (i) the Company or any of its Subsidiaries shall commence, or there shall be commenced against the
Company or any such Subsidiary a case or other similar proceeding under any applicable bankruptcy or insolvency laws as now
or hereafter in effect or any successor thereto which remain undismissed for a period of 60 days, or the Company or any
Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the
Company or any Subsidiary thereof; (ii) the Company or any Subsidiary thereof is adjudicated by a court of competent
jurisdiction insolvent or bankrupt; or any order of relief or other order appr oving any such case or proceeding is entered; or (iii)
the Company or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its
property which continues undischarged or unstayed for a period of 60 days; or (iv) the Company or any Subsidiary thereof makes
a general assignment for the benefit of creditors; or (v) the Company shall fail to pay, or shall state that it is unable to pay, or
shall be unable to pay, its debts generally as they become due; or (vi) the Company or any Subsidiary thereof shall call a meeting
of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (vii) the Company or any
Subsidiary thereof shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the
foregoin g; or (viii) any corporate or other action is taken by the Company or any Subsidiary thereof for the purpose of effecting
any of the foregoing;

         vi.  the Company or any Subsidiary thereof shall default in any of its obligations under any mortgage, credit
agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by
which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or
factoring arrangement of the Company in an amount exceeding $25,000, whether such indebtedness now exists or shall hereafter
be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise be come due and payable;

         vii.  a Loan Party shall have experienced a Material Adverse Effect;

         viii.  the Company shall be a party to any Change of Control Transaction, shall agree to sell or dispose of
all or in excess of 33% of its assets in one or more transactions (whether or not such sale would constitute a Change of Control
Transaction) or shall redeem or repurchase more than a de minimis number of its outstanding shares of Common Stock or other
equity securities of the Company (other than repurchases of shares of Common Stock or other equity securities of departing
officers and directors of the Company; provided such repurchases shall not exceed $100,000, in the aggregate, for all officers and
directors durin g the term of this Note);

         ix.  Change in Directorship shall occur;

       b)  Remedies Upon Event of Default . If any Event of Default occurs, the full principal amount of this Note, together
with interest and other amounts owing in respect thereof, to the date of acceleration shall become, at the Holder’s election,
immediately due and payable in cash, and the aggregate amount payable under this Note shall be increased to the Mandatory
Repayment Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, interest on
the principal amount of this Note shall accrue at the rate of 20% per annum, or such lower maximum amount of interest permitted
to be charged under app licable law. The Holder need not provide and the Company hereby waives any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and
all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be
rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a Note holder
until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or annulment
shall affect any subsequent Event of Default or impair any right consequent thereon.

5

       Section 7.  Miscellaneous .

       a)  Notices . Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall
be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the
Company, at the address set forth above, facsimile number (561) 277-2430, Attn: Christopher J. McCauley, or such other address
or facsimile number as the Company may specify for such purposes by notice to be delivered in accordance with this Section.
Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by facsimile, or sent by a nationally recognized o vernight courier service addressed to the Holder at 14255
US Highway 1, Suite 209, Juno Beach, Florida 33408. Any notice or other communication or deliveries hereunder shall be
deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m. (New York City time) on a Business Day,
(ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone
number specified in this Section later than 5:30 p.m. (New York City time) on such date or if the date of such transmission is not
a Business Day, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier
service, or (iv) u pon actual receipt by the party to whom such notice is required to be given.

       b)  Absolute Obligation . Except as expressly provided herein, no provision of this Note shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of, interest and liquidated damages (if any)
on, this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of
the Company.

       c)  Lost or Mutilated Note . If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and
deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitut ion for a lost,
stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed but only upon
receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.

       d)  Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Note
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by any of the Transaction Documents (whet her brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts
sitting in the City of New York, Borough of Manhattan (the “ New York Courts “). Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the
Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, or such New York Courts are improper or inconvenient venue for
such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions
contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Note, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

6

       e)  Waiver of a Breach . Any waiver by the Company or the Holder of a breach of any provision of this Note shall not
operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this
Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions
shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any
other term of this Note. Any waiver must be in writing.

       f)  Waiver of Presentment . The Company hereby waives presentation, demand, protest and notice of any kind. No
failure t o exercise, and no delay in exercising, any rights hereunder on the part of the Holder shall operate as a waiver of such
rights.

       g)  Severability . If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall
remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates
applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or applicable usury
law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on
this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or
the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or
advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of
any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been
enacted.

       h)  Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a
Business Day, such payment shall be made on the next succeeding Business Day.

       i)  Headings . The headings contained herein are for convenience only, do not constitute a part of this Note and shall
not be deemed to limit or affect any of the provisions hereof.

       j)  Remedies . In the event the Holder assigns any portion of its interest under the Note, no action shall be taken under
the Note except upon the written consent of the Note holders holding Notes representing a majority of the principal amount under
the Note, which shall include the Holder.

7

       IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of
the date first above indicated.

HEARTLAND OIL AND GAS CORP.

/s/ Kamal Abdallah________________

Kamal Abdallah

Chief Executive Officer

8