ex10_2.htm


    
      

    

    
      Exhibit
10.2

      


      ASSIGNMENT,
CONVEYANCE AND BILL OF SALE

      


      
        	
                STATE
      OF OHIO

              	
                §

              


      

      


      
        	
                 
      

              	
                §

              


      

      


      
        	
                COUNTY
      OF _____________

              	
                §

              


      

      


      In consideration of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged and agreed to, SPQR Energy, Inc., whose mailing
address is 19607 Piney Place Ct., Houston, Texas 77094, its parent and
affiliates (hereinafter collectively “Assignor”) does hereby BARGAIN, SELL,
ASSIGN, TRANSFER and CONVEY, subject to all of the provisions herein below set
forth, to Exobox Technologies Corp. (hereinafter referred to as “Assignee”)
whose mailing address is 2121 Sage Road, Suite 200, Houston, Texas 77056, any
and all right, title and interest in and to the following sixteen (16) oil
and/or gas wells and any related contracts, whether recorded or unrecorded, and
any Pooling Agreement more fully described as the oil and gas lease, agreements,
lands and/or properties listed and described in the real property records of
their respective counties in Ohio (including any renewals, extensions,
ratifications and amendments to such interests), together with all mineral
leasehold estates and working interests pertaining to such wells, together with
any interests in contracts, agreements, pipelines, pipeline right-of-ways or
easements affecting or relating to said wells and all material, fixtures,
personal property and equipment associated with such wells as
follows:

      


      
        	
                1.

              	
                Haley
      R&G #1-K Well,

              	
                API
      No. 3400724268,  80.176650% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                2.

              	
                Kenworthy
      #2 Well,

              	
                API
      No. 3405921698,  27.343750% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                3.

              	
                Driggs
      #1 Well,

              	
                API
      No. 3405921244,  84.765600% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                4.

              	
                Graham
      L #1 Well,

              	
                API
      No. 3409920404,  26.486250% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                5.

              	
                Ewing
      #1 Well,

              	
                API
      No. 3409920237,  38.281250% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                6.

              	
                Troutman
      C #1 Well,

              	
                API
      No. 3409920236,  38.281250% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                7.

              	
                Miller
      Unit #1 Well,

              	
                API
      No. 3409920430,  26.486250% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                8.

              	
                Marshall
      #1 Well,

              	
                API
      No. 3409920403,  26.486250% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                9.

              	
                Radcliffe
      D #1 Well,

              	
                API
      No. 3411923190,  81.675000% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                10.

              	
                Howell
      #1 Well,

              	
                API
      No. 3413322175,  83.851070% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                11.

              	
                Grund
      M #1 Well,

              	
                API
      No. 3413321783,  84.937500% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                12.

              	
                Mihalik
      Unit #1 Well,

              	
                API
      No. 3415123128,  83.851070% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                13.

              	
                Morris
      R #1 Well,

              	
                API
      No. 3415723291,  84.937500% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                14.

              	
                Morris
      R #1A Well,

              	
                API
      No. 3415723292,  84.937500% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                15.

              	
                Hardorn
      Morris Unit #1 Well,

              	
                API
      No. 3415723290,  84.937500% Seller’s Net Revenue Interest sold
      to Buyer;

              
	
                16.

              	
                JO
      Smith #1 Well,

              	
                API
      No. 3415723554,  85.158170% Seller’s Net Revenue Interest
      sold to Buyer

              


      

      


      In
addition to the above referenced wells, and subject to the Assumed Debt
described in Exhibit “B” to the Purchase and Sale Agreement between Assignor and
Assignee dated October 22, 2009, the Assets include all of Seller’s right, title
and interest in and to:

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      a. all of
the oil and gas leases, agreements, lands and/or properties listed and described
below (including any renewals, extensions, ratifications and amendments to such
interests (collectively, "Leases");

      


      b. all
oil and gas wells, salt water disposal wells, injection wells and other wells,
including the 16 wells identified above, located on or associated with the
Leases (collectively the "Wells");

      


      g. all
structures, facilities, foundations, wellheads, tanks, pumps, compressors,
separators, heater treaters, valves, fittings, equipment, machinery, fixtures,
flowlines, pipelines, platforms, tubular goods, materials, tools, supplies,
improvements, and any other real, personal, immovable and mixed property located
on, used in the operation of, or relating to the production, treatment,
non-regulated transportation, gathering, marketing, sale, processing, handling
or disposal of hydrocarbons, water, and associated substances produced from the
Leases (the “Equipment”);

      


      h. all
natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas
liquids, condensate, products, crude oil and other hydrocarbons, whether gaseous
or liquid,  produced from or allocable to the Assets (as hereinafter
defined) on and after the Effective Date (the "Hydrocarbons");

      


      i. to
the extent transferable, all contracts, permits, rights-of-way, easements,
licenses, servitudes, transportation agreements, pooling agreements, operating
agreements, gas balancing agreements, farm-in agreements pertaining to the
Assets, INSOFAR ONLY as they directly relate and are attributable to the Leases,
Wells, Hydrocarbons, or Equipment or the ownership or operation thereof, or the
production, treatment, non-regulated transportation, gathering, marketing, sale,
processing, handling or disposal treatment, sale, storage transportation,
processing, handling or disposal of hydrocarbons, water, or substances
associated therewith (the "Assumed Contracts"); and

      


      j.   records
relating to the Leases, Wells, Hydrocarbons,  Assumed Contracts and
Equipment in the possession of  Seller (the “Records”)and including as
follows: all (i) lease, land, and division order files (including any abstracts
of title, title opinions, certificates of title, title curative documents, and
division orders contained therein), (ii) the Assumed Contracts; (iii) all well,
facility, operational, environmental, regulatory, compliance and historic
production files and (iv) all geological files relating to the Leases (the
“Geologic Data”), but not including any records which (i) Seller is prohibited
from transferring to Buyer by law or existing contractual relationship, or which
(ii) constitute Excluded Assets (as hereinafter defined in Section
1.2).

      


      Assignor’s
right, title and interest in and to such all such Leases, Wells, Equipment,
Hydrocarbons, Assumed Contracts, Fixtures, Personal Property and Records are
hereinafter collectively referred to as the "Assets."

      


      This Assignment is intended to convey
any and all interest as to all right, title and interest in the Properties
acquired by Assignor, and Assignor does hereby BARGAIN, SELL, ASSIGN, TRANSFER
and CONVEY unto Assignee, and Assignee does hereby receive and accept the
undivided interest designated above in the Assets subject to all of the
following terms, provisions, and conditions hereof:

      


      
        	
                 
      

              	
                1.

              	
                This
      Assignment is made without warranty of title and without any other
      warranty whatsoever, express or implied, except that Seller warrants and
      guarantees that the Assets have a minimum fair market value (PV10) of at
      least $ 22,500,000.

              


      

      


      
        	
                 
      

              	
                2.

              	
                THIS
      ASSIGNMENT IS MADE WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE
      QUANTITY, WEIGHT, GRADE, CONDITION, FITNESS FOR A PARTICULAR PURPOSE OR
      MERCHANTABILITY OF ANY AND ALL WELLS, MATERIAL AND EQUIPMENT SUBJECT
      HERETO, EXCEPT AS IS OTHERWISE SET FORTH
ABOVE.

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                3.

              	
                Except
      as may otherwise specifically be provided herein, and subject to the
      rights of Park City Bank, N.A. relating to the Assumed Debt, Assignor
      shall be entitled to all proceeds of production from and accruing to the
      Assets prior to the Effective Date and shall be responsible for all
      reasonable and necessary operating costs and expenses directly
      attributable to the Assets prior to the Effective
      Date.  Assignee shall be entitled to all proceeds of production
      from and accruing to the Assets on and after the Effective Date and shall
      be responsible for all costs, expenses, disbursements, obligations and
      liabilities attributable to the Assets on and after the Effective
      Date.

              


      

      


      
        	
                 
      

              	
                4.

              	
                By
      accepting this Assignment, Assignee agrees that Assignee has inspected and
      is familiar with the Assets and accepts responsibility and liability for
      the present and future condition of the Assets, and further agrees that
      subject to the warranty set forth above, this conveyance of the Assets is
      on an “AS IS”, “WHERE IS”, and “WITH ALL FAULTS AND DEFECTS-LATENT AND
      PATENT” basis.

              


      

      


      
        	
                 
      

              	
                5.

              	
                Assumption
      and Indemnification of Environmental Risk and Environmental Liabilities by
      Buyer.  Buyer shall assume
      full responsibility for, and shall comply with and perform all
      environmentally-related duties and obligations with respect to the Assets
      for periods of time from and after the Effective Date and shall indemnify,
      defend and hold harmless Seller and the Seller Parties from and against
      any and all Claims under any Environmental Law (hereafter defined) with
      respect to the Assets for periods of time from and after the Effective
      Date.  The term “Environmental Law” here and in Sections 4.6 and
      4.7 mean the Occupational Safety and Health Act, 29 U.S.C.A. §651,
      et
      seq.; the Resource
      Conservation and Recovery Act, 42 U.S.C.A. §6901, et
      seq.; the
      Comprehensive Environmental Response, Compensation, and Liability Act, 42
      U.S.C.A. §9601, et
      seq.; the Clean
      Water Act, 33 U.S.C.A. §1251 et
      seq.; the Clean
      Air Act, 42 U.S.C.A. §7401, et
      seq.; the Safe
      Drinking Water Act, 42 U.S.C.A. §3001, et
      seq.; the Toxic
      Substances Control Act, 15 U.S.C.A. §2601 et
      seq.; the Oil
      Pollution Act of 1990, 33 U.S.C.A. §2701 et
      seq.; and all
      rules, regulations and orders adopted under the foregoing statutes
      applicable to any waste material, produced water, tank bottoms, sludge, or
      constituents thereof, radioactive materials, or hazardous substances on or
      included with the Assets or the presence, disposal, release or threatened
      release of all waste material, produced water, tank bottoms, sludge, or
      constituents thereof, radioactive materials, or hazardous substances on,
      included with, or from the Assets into the atmosphere or in or upon land
      or any water course or body of water, whether above or below the ground,
      and all other federal, state and local environmental and oil and gas laws
      and regulations, as well as all acts, laws, and regulations amendatory or
      supplemental thereto.

              


      

      


      
        	
                 
      

              	
                6.

              	
                Subject
      to Buyer’s obligations set forth in paragraph 3 of the October 22, 2009,
      Purchase and Sale Agreement between Buyer and Seller pertaining to the
      Assets, nothing contained herein shall act as a release or waiver of
      Seller for any acts or conditions in existence prior to the Effective
      Date.

              


      

      


      
        	
                 
      

              	
                7.

              	
                In
      regard to Assignor’s interest in oil and gas Wells included within the
      Assets, Assignee agrees to assume all Well plugging liability and shall
      indemnify and hold Assignor harmless against any monetary expense
      necessary to plug such wells as may be required by the state of Ohio, or
      any other governmental authority. Assignee also agrees to restore the
      surface of the Properties in accordance with applicable governmental
      rules, regulations, laws and orders, and as may be required under any
      lease, contract or other agreement affecting the
  Assets.

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                8.

              	
                Except
      as may otherwise specifically be provided herein, Assignor shall be liable
      for all ad valorem taxes, real property taxes, personal property taxes,
      and similar obligations (“Property Taxes”) accruing up to but excluding
      the Effective Date. Assignee shall be liable for all Property Taxes
      relating to the ownership of the Properties on and after the Effective
      Date.

              


      

      


      
        	
                 
      

              	
                9.

              	
                Except
      as may otherwise specifically be provided herein, 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 the receipt of
      proceeds therefrom (including but not limited to severance, production and
      excise tax) shall be apportioned between the parties based upon the
      Effective Date.   All such taxes which accrued prior to the
      Effective Date have been or will be properly paid or withheld by Assignor
      and all statements, returns, and documents pertinent thereto have been or
      will be properly filed by Assignor .  Payment or withholding of
      all such taxes which accrue on or after the Effective Date and the filing
      of all statements, returns and documents incident thereto shall be the
      liability and responsibility of
Assignee.

              


      

      


      
        	
                 
      

              	
                10.

              	
                By
      acceptance of this Assignment, Assignee acknowledges that Assignee’s
      decision and election to purchase these Properties has been made solely on
      the basis of its own independent investigation of the
      Properties.  Accordingly, Assignee agrees and hereby
      acknowledges that other than is set forth in paragraph ___ above, Assignor
      has not made, and ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND
      THIS CONVEYANCE IS MADE BY ASSIGNOR WITHOUT ANY REPRESENTATION, COVENANT
      OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE, WORD USAGE OR
      OTHERWISE, RELATING TO: (i) ANY COVENANT OR WARRANTY OF TITLE TO THE
      PROPERTIES (INCLUDING, BUT NOT LIMITED TO, THE SUBJECT LEASES); THE
      CONDITION OF THE PROPERTIES; AND (ii) ANY INFORMATION, DATA OR OTHER
      MATERIALS (WRITTEN OR ORAL) FURNISHED TOASSIGNEE BY OR ON BEHALF OF
      ASSIGNOR (INCLUDING, WITHOUT LIMITATION, INFORMATION, DATA OR OTHER
      MATERIALS REGARDING THE EXISTENCE OR EXTENT OF OIL, GAS OR ANY SUCH
      RESERVES, THE VALUE OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS,
      PRESENT OR PAST PRODUCTION RATES, COMPLIANCE WITH LEASE TERMS, THE
      CONDTION OF ANY WELL, AND THE ABILITY TO SELL OIL OR GAS PRODUCTION AFTER
      THE EFFECTIVE DATE).  The parties hereto agree that, to the
      extent required by applicable law to be operative, the disclaimers of
      certain warranties contained in this paragraph are “conspicuous”
      disclaimers for the purposes of any applicable law, rule or
      order.

              


      

      


      
        	
                 
      

              	
                11.

              	
                Assignor
      covenants and agrees to execute and deliver to Assignee all such other and
      additional instruments and other documents and will do all such other acts
      and things as may be necessary more fully to assure to Assignee or its
      successors or assigns, all of the respective properties, rights and
      interests herein and hereby granted or intended to be
    granted.

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                12.

              	
                All
      of the provisions hereof shall inure to the benefit of and be binding upon
      the respective successors and assigns of Assignor and
      Assignee.  All references herein to Assignor or Assignee shall
      include their respective successors and
assigns.

              


      

      


      
        	
                 
      

              	
                13.

              	
                It
      is the intention and agreement of Assignor and Assignee hereunder that the
      provisions of this Assignment be severable.  Should the whole or
      any portion of a section or paragraph be judicially held, to be void or
      invalid, such holding shall not affect other portions which can be given
      effect without the invalid or void
portion.

              


      

      


      
        	
                 
      

              	
                14.

              	
                This
      Assignment states the entire Agreement between the Assignor and Assignee
      hereto with respect to the subject matter hereof and may not be
      supplemented, altered, amended, modified or revoked except in writing
      signed by each PARTY hereto.

              


      

      


      
        	
                 
      

              	
                15.

              	
                The
      covenants, indemnities, and obligations of the Assignor and Assignee shall
      survive the Closing and not be merged in, impaired, or abrogated by the
      consummation of such Closing or the delivery of any documents or
      instruments on such Closing.

              


      

      


      
        	
                 
      

              	
                16.

              	
                The
      persons signing below, by their execution, represent and warrant that they
      have full and lawful authority to bind the respective entities on whose
      behalf they are signing.

              


      

      


      
        	
                 
      

              	
                17.

              	
                The
      parties agree to prepare and execute within 30 days such further documents
      as are necessary to effect recorded assignments, upon Lender approval, for
      each of the sixteen (16) wells in the real property records of their
      respective counties in Ohio.

              


      

      


      Executed by Assignor and Assignee on
the 22nd day of October, 2009, to be effective as of 5:00 o’clock p.m. on
October 22, 2009 (the “Effective Date”).

      


      ASSIGNOR:
SPQR Energy, Inc.

      


      _______________________________

      


      Claudio
Roman, President

      


      ASSIGNEE:   EXOBOX
TECHNOLOGIES CORP.

      


      _________________________________

      


      Kevin P.
Regan, President

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      ACKNOWLEDGEMENTS

      


      
        	
                THE
      STATE OF TEXAS

              	
                §

              


      

      


      
        	
                 
      

              	
                §

              


      

      


      
        	
                COUNTY
      OF HARRIS

              	
                §

              


      

      


      This instrument was acknowledged before
me this the ______ day of October, 2009, by Claudio Roman as President of SPQR
Energy, Inc, a Texas corporation, on behalf of said corporation.

      


      
        	 	
                ________________________________

              
	 	 
      
	 	
                Notary
      Public in and for the

              
	 	 
      
	 	
                State
      of Texas

              


      

      


      
        	
                THE
      STATE OF TEXAS

              	
                §

              


      

      


      
        	
                 
      

              	
                §

              


      

      


      
        	
                COUNTY
      OF HARRIS

              	
                §

              


      

      


      This instrument was acknowledged before
me this the ______ day of October, 2009, by Kevin P. Regan, President of EXOBOX
TECHNOLOGIES CORP., a Nevada corporation, on behalf of said
corporation.

      


      
        	 	
                ________________________________

              
	 	 
      
	 	
                Notary
      Public in and for the

              
	 	 
      
	 	
                State
      of Texas

              


      

      


      After
recording return to:

      


      Thomas C.
Pritchard

      Brewer
& Pritchard, P.C.

      3
Riverway, Site 1800

      Houston,
Texas 77056