Agreement of Conveyance, Transfer, and Assignment of Assets

ASSIGNMENT, CONVEYANCE, AND BILL OF SALE
(Of all Interest in Described Assets)

State:

County:

Assignor:

Assignee:

Effective Date:

Assignor, named above, for adequate consideration, the receipt and sufficiency of which is acknowledged, sells, assigns, transfers, conveys, and delivers to Assignee, named above, all of Assignor's rights, title, and interests in and to the following described property and interests (collectively, the "Assets"):

1. The oil, gas, and mineral leases and the operating rights, working interests, mineral interests, royalty interests, overriding royalty interests, rights of assignment and reassignment, payments out of production, and interests and rights to explore for and produce oil, gas, or other minerals which are described in Exhibit "A" to this Assignment (the "Leases");

2. All rights and interests in or derived from unit agreements, orders, and decisions of state and federal regulatory authorities establishing or relating to units, unit operating agreements, enhanced recovery and injection agreements, gas purchase agreements, farmout and farmin agreements (and any leasehold interest, working interest, royalty interest, or other interest acquired or reserved), assignments of operating rights, working interests and subleases, all other contracts, agreements, leases, licenses, permits, easements, servitudes, notes and orders in any way relating to the Leases, the operations conducted or to be conducted on the Leases, or the production, treatment, sale or disposal of hydrocarbons or water produced, and any other agreements, whether or not described in Exhibit "A," relating to any of the Leases;

3. All wells, personal property, fixtures (including, without limitation, plants and pipelines), real estate, equipment, and improvements located on or otherwise pertaining to the Leases or lands pooled or unitized with the Leases or used or obtained in connection with the Leases or with their operation or maintenance, or with the production, treatment, sale, or disposal of hydrocarbons or water produced, including without limitation claims and causes in action for any period prior to and including the Effective Date; and,

4. All other rights and interests in, to or under or derived from the Leases, even though not properly described in or omitted from Exhibit "A."

TO HAVE AND TO HOLD all of the Assets to Assignee, subject to and in accordance with all terms and provisions of the Leases, contracts, and agreements, and subject to the limitations, reservations, covenants, and conditions provided for in this Assignment.

This Assignment is subject to the reserved or required approval of any lessor or governmental agency having jurisdiction, rights of first refusal retained or reserved in any prior agreements or assignments, or any other form of required consent. Any required approvals shall be obtained by Assignee promptly after the execution of this Assignment.

This Assignment is made by Assignor and accepted by Assignee without any covenant, representation, or warranty of title, statutory or otherwise, express or implied, even as to return of the purchase price.

TO THE EXTENT THAT THE INTERESTS ASSIGNED INCLUDE INTERESTS IN PERSONAL PROPERTY, MOVABLE PROPERTY, AND FIXTURES, THIS ASSIGNMENT IS MADE WITHOUT WARRANTIES, EITHER STATUTORY, EXPRESS OR IMPLIED, AND SPECIFICALLY WITHOUT WARRANTY AS TO MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALL OF THE INTERESTS AND PERSONAL PROPERTY AND FIXTURES ARE ASSIGNED AND ACCEPTED ON A "WHERE IS" AND "AS IS" BASIS. ASSIGNEE EXPRESSLY WAIVES ANY STATUTORY WARRANTY OF FITNESS FOR INTENDED PURPOSES OR GUARANTY AGAINST HIDDEN OR LATENT DEFECTS AND ACKNOWLEDGES THIS EXPRESS WAIVER SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS ASSIGNMENT, SALE, AND THE CONSIDERATION AND ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO THE ATTENTION OF ASSIGNEE, EXPLAINED IN DETAIL, AND AS- SIGNEE HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY OF FITNESS AND/OR WARRANTY AGAINST DEFECTS OF THE INTERESTS AND ASSETS.

ASSIGNOR DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO ANY INFORMATION, DATA, OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR, (INCLUDING WITHOUT LIMITATION, THE EXISTENCE OR EXTENT OF OIL, GAS, OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF RECOVERING ANY SUCH RESERVES, THE VALUE OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, PRESENT OR PAST PRODUCTION RATES, COMPLIANCE WITH LEASEHOLD TERMS, THE CONDITION OF ANY WELL, THE ABILITY TO SELL OIL OR GAS PRODUCTION), AND IN ACCEPTING THIS ASSIGNMENT ASSIGNEE HAS RELIED SOLELY UPON ITS INDEPENDENT INVESTIGATION OF THE ASSETS AND ITS OWN JUDGMENT WITH RESPECT TO SUCH INVESTIGATION.

Assignee expressly agrees to assume, pay for, and perform the duties, liabilities, and obligations relating to the Assets whether arising before or after the Effective Date of this Assignment (i) to the extent described in any recorded or unrecorded unit agreements, operating agreements, consents to assignment terms, preferential rights to purchase held by third parties, pooling agreements, communitization agreements, farmin and farmout agreements, area of mutual interest agreements, oil and gas sales contracts (except those with parent, subsidiary or affiliate corporations of Assignor), gas processing agreements, easements and rights of way, other agreements, contracts, and instruments, including all existing lease burdens (including but not limited to, royalties, overriding royalty interests, production payments, net profits interests, carried working interests or similarly created burdens), and (ii) all duties imposed by governmental regulation including environmental and other obligations.

Assignee has examined the Assets and agrees to accept them in their present condition, as is, and assumes all responsibility for the conditions existing on the lands covered by the Leases on or after execution of this Assignment.

Assignor shall be liable for all ad valorem taxes, real property taxes, personal property taxes, and similar obligations (the "Property Taxes") accruing up to but excluding the Effective Date of this Assignment. Accordingly, Property Taxes relating to the ownership of the Assets in shall be apportioned by Assignor and Assignee based on a fraction, the numerator of which shall be the number of days the property is owned by the Assignor (exclusive of the Effective Date of this Assignment) and the denominator of which shall be 365 days. Assignor shall be liable for all Property Taxes related to the ownership of the property in , and Assignee shall be liable for all Property Taxes relating to the ownership of the property for years subsequent to .

With respect to the apportionment of Property Taxes related to the ownership of the Assets in as provided above, Assignor and Assignee have adjusted the sales price by the amount of the estimated Property Taxes apportioned to the Assignor in accordance with the above-stated formula. Once the actual amount of Property Taxes relating to the ownership is known, as evidenced by statements from all taxing authorities, a payment by or a refund to the Assignor shall be made. Assignee shall inform Assignor of the actual assessments within days upon receipt of the statements from the taxing authorities. The additional payment by the Assignor or the refund by the Assignee shall be made within days after receipt of the statements from the taxing authorities.

All taxes (other than income taxes) which are imposed on or with respect to the production of oil, natural gas, or other hydrocarbons or minerals or receipt of proceeds from production (including but not limited to severance, production, and excise tax) shall be apportioned between Assignor and Assignee based on their respective shares or production taken by each of them. All such taxes which accrued prior to the Effective Date of this Assignment have been or will be properly paid or withheld by Assignor and all pertinent statements, returns, and documents have been or will be properly filed on behalf of Assignor. Payment or withholding of all such taxes which accrue on or after the Effective Date of the Assignment and the filing of all pertinent statements, returns, and documents shall be the responsibility of Assignee.

The purchase price of the Assets does not include any sales taxes or other transfer taxes in connection with the sales of the Assets. Assignor and Assignee believe that this sale is exempt from sales taxes. If, however, a determination is ever made that a sales tax or other transfer tax applies, Assignee shall be liable for such taxes and related charges as such taxes has never been collected from Assignee. Assignee shall indemnify and hold Assignor harmless with respect to the payment of any such taxes. Assignee shall be liable for any applicable conveyance, transfer, and recording fees, and any real estate transfer stamps or taxes and related charges imposed on any transfer of Assets by this Agreement. Assignee shall defend and hold Assignor harmless with respect to the payment of all conveyance, transfer, and recording fees and real estate transfer stamps or taxes, if any, and those on the transfer of the Assets, including any assessed interest or penalties.

As soon as possible after Assignee's execution of this Assignment, Assignee shall remove or cause to be removed the names, signs, and marks used by Assignor and all related variations, derivatives, and logos from the Assets, and shall not make any use whatsoever of those names, signs, marks, and logos.

Assignee, its successors and assigns, agree to indemnify, hold harmless, and defend Assignor, its officers, directors, employees, representatives, and successors from and against all damages, losses, claims, demands, and causes of action (including but not limited to any civil fines, penalties, expenses, costs of cleanup, costs of removal, or costs of modification of facilities on the Assets, the plugging and abandonment and re-abandonment liabilities for any and all abandoned or unabandoned wells, litigation or arbitration costs, and attorneys fees) brought by any and all persons (including but not limited to Assignee's and Assignor's employees, agents, or representatives and any private citizens, persons, organizations, and any agency, branch or representative of federal, state, or local governments) arising directly or indirectly from, otherwise related to, or on account of: (i) any personal injury, death, damage, destruction, loss of property, contamination or threat of contamination of natural resource (including but not limited to soil, air, surface water or ground water), or threat to the environment or human health, or lack, loss, or failure of the permits with regard to its use; (ii) ownership or operation of the Assets prior to, on, and after the Effective Date of this Assignment; or, (iii) all obligations assumed by Assignee by this Assignment. The indemnification by Assignee, its successors and assigns shall extend to and include, but not be limited to, claims, demands, and causes of action based on:

1. the negligence of (i) Assignor, its directors, officers, employees, and agents, (ii) Assignee, its employees, agents, successors, and assigns, or (iii) third parties, in each case irrespective of whether such negligence is active, passive, joint, concurrent, or sole; and,

2. the joint, sole, or concurrent strict liability or fault of Assignor, its directors, officers, employees, and agents, or of Assignee, its employees, agents, successors and assigns; and the liability of Assignor and Assignee or either of them for obligations under the following laws or orders: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.), the Clean Water Act (33 U.S.C. §466 et seq.), the Safe Drinking Water Act (14 U.S.C. §§ 1401 - 1450), the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.), the Toxic Substance Control Act (15 U.S.C. §2601 - 2629), the Clean Air Act (42 U.S.C. §7401 et seq.) as amended, and any other applicable federal, state, or local law.

This Assignment is executed on by Assignor, but shall be effective for all purposes as of the Effective Date stated above.

[Exhibit "A": Description of Agreements, including Oil and Gas Leases.]