ASSIGNMENT,
      ASSUMPTION, AND NOVATION AGREEMENT

     

    


    THIS
      ASSIGNMENT, ASSUMPTION, AND NOVATION AGREEMENT (this “Samson
      / 360 Investments Assignment Agreement”),
      dated
      this __ day of March, 2006 (the “Effective
      Date”),
      is
      made by and among SAMSON INVESTMENT COMPANY, a Nevada corporation (“Samson”),
      360
      INVESTMENTS LLC, a Delaware limited liability company (“360
      Investments”),
      and
      GENERAL ELECTRIC COMPANY, a New York corporation (“GE”).

    


    WHEREAS,
      Samson and GE are parties to that certain Stock Purchase Agreement of even
      date
      herewith, pursuant to which Samson is to acquire all of the issued and
      outstanding capital stock of Springer Mining Company, a Nevada corporation
      (the
“Springer
      Agreement”)
      from
      GE, a copy of which agreement is attached hereto as Exhibit A;

    


    WHEREAS,
      Samson desires to assign all of its right, title, and interest in and to the
      Springer Agreement to 360 Investments (subject to 360 Investments undertaking
      all of Samson’s obligations thereunder) and 360 Investments is willing to accept
      such assignment of rights and to undertake to fulfill all of such
      obligations;

    


    WHEREAS,
      the parties hereto understand that this Samson / 360 Investment Assignment
      Agreement is one of a series of assignments of, and transactions involving,
      the
      Springer Agreement (of which the “360
      Investments Subsequent Assignment Agreement”
is
      a
      component and a copy of which agreement is attached hereto as Exhibit
      B);

    


    WHEREAS,
      GE has agreed to consent to the terms and conditions set forth in this Samson
      /
      360 Investments Assignment Agreement in the context of the 360 Investments
      Subsequent Assignment Agreement, subject to the terms and conditions hereof
      and
      thereof;

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto hereby agree as
      follows:

    


    1. Samson
      hereby irrevocably and unconditionally sells, conveys, assigns, grants,
      transfers and delivers to 360 Investments and its successors and permitted
      assignees, to its own use and benefit forever, all of Samson’s right, title and
      interest in and to the rights granted under the Springer Agreement attached
      hereto and incorporated herein by reference.

    


    2. 360
      Investments hereby irrevocably and unconditionally accepts such right, title,
      and interest in assigned in Section 2 above and assumes all of Samson’s duties,
      obligations, and liabilities under the Springer Agreement.

    


    3. Samson,
      for itself and its successors, but not for 360 Investments, as its permitted
      assignee, and not for any of 360 Investments’ successors or permitted assignees,
      hereby releases GE from all of GE’s duties, obligations, and liabilities that
      may arise in favor of Samson under the Springer Agreement.

    


    4. GE
      hereby
      consents to the terms and conditions of the assignment and assumption set forth
      in this Samson / 360 Investments Assignment Agreement and acknowledges that
      such
      consent shall act as a novation in favor of Samson of all of its obligations
      under the Springer Agreement solely conditioned upon the due execution and
      delivery of the 360 Investments Subsequent Assignment Agreement and as otherwise
      subject to the terms and conditions thereof and hereof.

    


    5. Except
      as
      otherwise limited herein, this Samson / 360 Investments Assignment Agreement
      shall be binding on and inure to the benefit of the parties hereto and their
      respective successors and permitted assignees.

     

    
      
        
        

      

      
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    6. This
      Samson / 360 Investments Assignment Agreement may be executed in counterparts,
      any one of which need not contain the signatures of more than one party, but
      all
      such counterparts taken together shall constitute one and the same
      instrument.

    


    7. All
      questions concerning the construction, validity and interpretation of this
      Samson / 360 Investments Assignment Agreement shall be governed by and construed
      in accordance with the domestic laws of the State of Nevada, without giving
      effect to any choice of law or conflict of law provision (whether of the State
      of Nevada or any other jurisdiction) that would cause the application of the
      laws of any jurisdiction other than the State of Nevada. 

    


    8. This
      Samson / 360 Investments Assignment Agreement shall not become effective unless
      and until each of the Springer Agreement, the 360 Investments Subsequent
      Assignment Agreement, and this document has been duly executed by each party
      thereto and hereto (as relevant) and each such executed agreement has been
      delivered to each such executing party.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Assignment as of the date first written
      above.

     

    
      
        	 	 	 
	SAMSON:	
                
                  SAMSON INVESTMENT COMPANY,

                  a Nevada corporation

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                
  
	 	Name: 	 
	 	 	
                
  
	 	Its: 	 
	 	
                
  


      

       

    

    
      
        
          	 	 	 
	360
                  INVESTMENTS:	
                  
                    
                      360
                        INVESTMENTS LLC,

                      a Delaware limited liability
                        company

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                  
  
	 	Name: 	 
	 	 	
                  
  
	 	Its: 	 
	 	
                  
  


        

         

      

    

    
      
        
          
            	 	 	 
	GE:	
                    
                      
                        GENERAL
                          ELECTRIC COMPANY

                      

                    

                  
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                    
  
	 	Name: 	 
	 	 	
                    
  
	 	Its: 	 
	 	
                    
  


          

           

        

      

    

    
      
        
        

      

      
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