Amendment Assignment and Assumption of Lease

(All of Assignor's Interests in Producing Properties)

State:

County:

Assignor:

Assignee:

Effective Date:

For adequate consideration, and pursuant to the terms of the Purchase and Sale Agreement between the parties dated , Assignor, named above, assigns, sells, and conveys to Assignee, named above, the following rights, title, and interests, all collectively referred to as the “Assets”:

1. All of Assignor's interests in all of the oil and gas leases (the “Leases”), and any renewals, extensions, or ratifications of the Leases, and the lands (the “Lands”) covered by the Leases. The Leases and Lands are described in Exhibit “A” to this Assignment. Exhibit “A” is made a part of this Assignment for all purposes. The interests include leasehold or working interests and related revenue interests and overriding royalty interests in the Leases (all of these interests being referred to in this Assignment as “Property Interests”). The Property Interests include all leasehold or working interests which Assignor may acquire after the date of this Assignment by the occurrence of conditions precedent which may not yet have occurred, as may be provided in instruments through which Assignor claims title to the Leases and Lands.

2. All of Assignor's rights, title, and interests in all rights, privileges, benefits, and powers conferred on the holder of any Property Interests with respect to the use and occupation of the surface of Lands, and the subsurface depths, described in Exhibit “A,” under the Lands covered by the Property Interests; all rights in any pooled or unitized acreage included, in whole or in part, within the Property Interests, including all oil and gas production from any pool or unit allocated to the Property Interests, whether voluntary or by government authority; all interest(s) in any wells within any unit or pool associated with the Property Interests, whether the unitized or pooled oil and gas production comes from wells located within or without the areas covered by the Property Interests; and, all tenements, hereditaments, and appurtenances belonging to the Property Interests.

3. All of Assignor's rights, title, and interests in all permits, licenses, servitudes, easements, rights of way, orders, gas purchase and sale contracts, crude oil purchase and sale contracts, surface leases, farmin and farmout agreements, acreage contribution agreements, operating agreements, unit agreements, processing agreements, options, leases of equipment or facilities, and other contracts, agreements, and rights which are owned by Assignor, in whole or in part, whether or not the same appear of record in the county where the Lands are located, and which are appurtenant to or affect the Property Interests or are used or held for use in connection with the ownership or operation of the Property Interests or with the production, treatment, or marketing of oil and/or gas, on the Property Interests, and the sale or disposal of water, hydrocarbons, or associated substances.

4. All of Assignor's rights, title, and interests in all of the real and personal property and fixtures located on the Lands or used in operation of the Property Interests, which are owned by Assignor or by third persons on behalf of Assignor, in whole or in part, including without limitation, crude oil, condensate, or products in storage or in pipelines, wells, well equipment, casing, tanks, pipe, boilers, buildings, tubing, pumps, motors, valves, fixtures, machinery and all other equipment, pipelines, gathering systems, power lines, telephone lines, roads, field processing plants, and all other improvements used in the operation of the Property Interests.

5. Notwithstanding the specific description of the Property Interests in Exhibit “A” to this Assignment and notwithstanding the specific undivided interests in each Property which may be identified on Exhibit “A,” this Assignment covers and includes and this paragraph shall operate as a separate and additional grant, assignment, and conveyance to Assignee of all of Assignor's rights, title, and interests in all working, leasehold, or overriding royalty interests in and under the Leases, unless specifically excepted and/or reserved by Assignor in Exhibit “A.”

6. All of Assignor's rights, title, and interests in all files, records, information, and data relating to the items described in paragraphs 1., 2., 3., and 4. above, including, without limitation, title records (including title opinions, abstracts, certificates of title and title curative documents), contracts, geological records, data and information, and production records, electric logs, and all related matters.

7. To the extent transferable, the benefit of and the right to enforce the covenants and warranties, if any, contained in Assignor’s chain of title, which Assignor is entitled to enforce with respect to the Property Interests, against Assignor's predecessors in title to the Property Interests.

8. To the extent necessary to allow Assignee to have full use and access to the Lands, Assignor grants such rights of ingress and egress, rights of way and easements, and the full uninterrupted use of such rights of way and easements across any lands which Assignor may own or be the lessee under an oil, gas, and mineral lease(s) that are not the subject of this Assignment. This grant is limited to the rights of Assignor to grant such rights of ingress and egress, rights of way, and easements under agreements, deeds, or leases through which Assignor claims title.

This Assignment covers Lands and Leases in more than one county. A counterpart of this Assignment may be filed in each county with the exhibit to each counterpart only containing descriptions of the Lands and Leases located in that county. The counterpart of the Assignment to be filed in County, , has a complete copy of Exhibit “A” attached to it.

This Assignment is signed by Assignor as of the date of acknowledgment of Assignor's signature below, but is effective for all purposes as of the Effective Date stated above.

[Exhibit “A”: Description of the Leases, Lands and Property Interests]