ASSIGNMENT AGREEMENT


     THIS  ASSIGNMENT  AGREEMENT  ("Agreement") dated March 12, 2003 ("Effective
Date"),  is  made and entered into by and between Far Group, Inc. , a Washington
corporation (herein referred to as "Far Group"), and Black Warrior Gas, L.P. , a
Delaware  Limited  Partnership (hereinafter referred to as "Black Warrior"). Far
Group  and  Black Warrior are sometimes separately called a "party" and together
referred  to  herein  as  "parties."

     WHEREAS,  Far  Group  has acquired all of the right, title, and interest of
BWP  Gas,  L.L.C. in and to a certain Purchase And Sale Agreement dated 12, 2003
(hereinafter referred to as the "Purchase And Sale Agreement") providing for the
Far  Group's  acquisition of a certain portion of Continental Southern Resource,
Inc.'s  limited  partnership  interest in and to the Knox Miss. Partners, L.P. a
Delaware  Limited  Partnership.  All  of the limited partnership interests to be
assigned, transferred and conveyed to Black Warrior, are more fully described in
the  Purchase  And  Sale  Agreement;

     WHEREAS,  Knox Miss. Partners, L.P. is participating in the exploration and
development  of certain oil and gas interests located in various counties in the
State  of  Mississippi;

     WHEREAS,  Far Group desires to assign all of its rights in the Purchase And
Sale  Agreement and Black Warrior desires to acquire such rights in the Purchase
And  Sale  Agreement  from  Far  Group  and to assume all obligations and duties
relating  thereto, in accordance with the terms and conditions set forth herein.

     NOW, THEREFORE, the parties hereto, with the intent to be legally bound, in
return for good and valuable consideration, the receipt and sufficiency of which
is  hereby acknowledged, including the mutual exchange of covenants and promises
herein  contained,  agree  as  follows:

     1.   Far  Group  does  hereby  grant,  bargain,  sell, transfer, assign and
convey  to  Black  Warrior  all  of  Far  Group's right, title, and interest (of
whatever  kind  or  character, whether legal or equitable, and whether vested or
contingent)  currently  owned, and to be earned, in and to the Purchase And Sale
Agreement.

     2.   Black  Warrior  does  hereby  assume  all  of the obligations, duties,
and/or  liabilities  under  the terms of the Purchase And Sale Agreement and the
BWP  Assignment Agreement(as hereinafter defined), and Oklahoma Hill does hereby
agree to indemnify, defend, save and hold harmless Far Group (and its respective
affiliates,  officers,  directors, employees, attorneys, contractors, and agents
of  Far  Group  and  such affiliates) from any and all claims, causes of action,
liabilities,  damages  of  any  nature  and  kind,  losses,  costs  or  expenses
(including,  without limitation, court costs and attorneys fees), arising out of
or  in  any  manner related to or connected with the Purchase And Sale Agreement
and  the  BWP  Assignment  Agreement  after  the  Effective  Date  hereof.




---------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 1

<PAGE>
     3.   A  true  and  correct  fully  executed  copy  of the Purchase And Sale
Agreement  is  attached  hereto  as  Exhibit "A" and incorporated herein for all
purposes. A true and correct copy of the Assignment Agreement by and between BWP
and  Far  Group  (hereinafter  referred to as the "BWP Assignment Agreement") is
attached  hereto  as  Exhibit  "B" and incorporated herein for all purposes. The
transaction  contemplated  herein  is  made  expressly  subject to the terms and
conditions  set  forth  within the BWP Assignment Agreement and the Purchase And
Sale  Agreement.

     4.   Simultaneous  with  the delivery of the executed conveyances of all of
Far Group's right, title and interest in and to the Purchase And Sale Agreement,
Black  Warrior  shall cause to be issued the "Percentage Interest" (as that term
is  defined  in the Limited Partnership Agreement of Black Warrior Gas, L.P.) in
and  to  Black  Warrior  as  follows:

     Partner                                          Percentage  Interest
     -------                                          --------------------
     Far  Group                                       98.0%


     BWP

     * At such time as Far Group has received the return of all capital invested
by  Far  Group  in  Black  Warrior,  the  "Percentage  Interest" of BWP shall be
increased to fifteen percent (15%) and the "Percentage Interest of the Far Group
will  be  decreased  to  eighty  four  percent  (84%).  The  Limited Partnership
Agreement  of  Black  Warrior  shall  give  effect  to  the  forgoing.

     5.   Representations  and Warranties of Far Group. Far Group represents and
          --------------------------------------------
warrants  to  Black  Warrior  as  follows:

          a.   Organization.  Far Group is a corporation duly organized, validly
               ------------
               existing,  and  in  good  standing under the laws of the State of
               Washington.

          b.   Authority  and  Conflicts. Far Group has full power and authority
               -------------------------
               to  carry  on  its business as presently conducted, to enter into
               this  Agreement,  and  to  perform  its  obligations  under  this
               Agreement.  The  execution  and delivery of this Agreement by Far
               Group  does  not,  and  the  consummation  of  the  transactions
               contemplated  by this Agreement shall not violate, conflict with,
               or  require  the  consent  of  any  person  or  entity  under any
               provision  of Far Groups bylaws or other governing documents, any
               material  agreements  or contracts to which Far Group is a party,
               or  any  material agreements or contracts concerning the Purchase
               And  Sale  Agreement  and/or  the  BWP  Assignment Agreement. The
               execution  and  delivery  of  this  Agreement  has  been, and the
               performance  of  this Agreement and the transactions contemplated
               by  this Agreement shall be at the time required to be performed,
               duly  and validly authorized by all requisite corporate action on
               the  part  of  Far  Group.

          c.   Enforceability.  This  Agreement  has  been  duly  executed  and
               --------------
               delivered  on  behalf  of Far Group and constitutes the legal and
               binding  obligation  of  Far Group enforceable in accordance with
               its  terms, except as enforceability may be limited by applicable
               bankruptcy,  reorganization,  or  moratorium  statues,  equitable
               principles,  or  other  similar  laws  affecting  the  rights  of
               creditors  generally  ("Equitable  Limitations").


---------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 2

<PAGE>
          d.   Litigation  and  Claims.  There are no pending suits, actions, or
               -----------------------
               other  proceedings  in  which  Far  Group  is a party (or, to Far
               Group's  knowledge,  which  have been threatened to be instituted
               against  Far  Group)  which  affect  Far  Group's  interest to be
               transferred  hereunder,  in any material respect or effecting the
               execution  and  delivery of this Agreement or the consummation of
               the  transaction  contemplated  herein.

          e.   Accuracy  of  Representations.  To  the  best  of  Far  Group's
               -----------------------------
               knowledge,  no  representation  or  warranty by Far Group in this
               Agreement  or  any  agreement  or document delivered by Far Group
               pursuant  to  this  Agreement  contains  an untrue statement of a
               material fact or omits to state a material fact necessary to make
               the  statements  contained  in any representation or warranty, in
               light  of  the  circumstances  under  which  it  was  made,  not
               misleading

          f.   Encumbrances.  Far  Group  shall  also represent and warrant that
               ------------
               there  are  no  liens,  encumbrances,  reversions or reassignment
               obligations  caused  by  Far  Group  adverse  to or affecting the
               interest to be assigned hereunder, other than those identified in
               the Purchase And Sale Agreement and the BWP Assignment Agreement.

     6.   Representations  by  Black  Warrior.  Black  Warrior represents to Far
         --------------------------------
Group  that  the  following  statements  are  true  and  correct:

          a.   Organization.  Black  Warrior  is  a  limited  partnership  duly
               ------------
               organized  and  legally  existing  under the laws of the State of
               Delaware and has the power and authority to carry on its business
               as  presently  conducted,  to  own and hold the Purchase And Sale
               Agreement,  and  to  perform  all  obligations  required  by this
               Agreement,  the  BWP  Assignment  Agreement, and the Purchase And
               Sale  Agreement.

          b.   Authority.  The execution and delivery of this Agreement has been
               ---------
               authorized  by  all  necessary action, partnership, corporate and
               otherwise,  on  the part of Black Warrior. Execution and delivery
               of  this  Agreement  does  not,  and  the  consummation  of  the
               transactions  contemplated by this Agreement will not, violate or
               be  in  conflict with any agreement, instrument, judgment, order,
               decree,  law  or  regulation  by  which  Black  Warrior is bound.

          c.   Binding  Agreement.  Subject  to  laws  and  equitable principles
               ------------------
               affecting  the  rights  of creditors, this Agreement is a binding
               obligation  of  Black Warrior enforceable according to its terms.
               There  are  neither  bankruptcy  nor  reorganization  proceedings
               pending or, to Black Warrior' knowledge, threatened against Black
               Warrior.

          d.   EXCEPT  AS  SET FORTH HEREIN, BLACK WARRIOR IS NOT RELYING ON ANY
               STATEMENT  OR ANY INFORMATION PROVIDED BY FAR GROUP OR BWP IN ITS
               DECISION  TO ACQUIRE THE RIGHTS TO THE PURCHASE AND SALE GREEMENT
               AND  ASSUME  THE  OBLIGATIONS AND DUTIES OF THE PURCHASE AND SALE
               AGREEMENT.  BLACK  WARRIOR  HEREBY  WAIVES  AND ACKNOWLEDGES THAT
               NEITHER  FAR  GROUP  NOR  BWP  HAS  MADE  ANY  REPRESENTATION  OR
               WARRANTY,  EXPRESS OR IMPLIED, AND


---------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 3

<PAGE>
               BLACK  WARRIOR  HEREBY  EXPRESSLY  DISCLAIMS  AND  NEGATES  ANY
               REPRESENTATION  AND WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT OR
               RELATING  TO  (1)  TITLE  TO  THE  LIMITED  PARTNERSHIP  INTEREST
               IDENTIFIED  IN THE PURCHASE AND SALE AGREEMENT, (2) THE CONTENTS,
               CHARACTER, OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT
               OF  ANY  PETROLEUM  ENGINEERING  CONSULTANT, OR ANY GEOLOGICAL OR
               SEISMIC  DATA  OR INTERPRETATION RELATING TO THE PROPERTIES OWNED
               BY  KNOX MISS. PARTNERS, L.P., (3) THE ACCURACY, COMPLETENESS, OR
               MATERIALITY OF ANY INFORMATION, DATA, OR OTHER MATERIALS (WHETHER
               WRITTEN  OR  ORAL)  NOW,  HERETOFORE,  OR HEREAFTER, FURNISHED TO
               BLACK  WARRIOR  BY  OR  ON BEHALF OF FAR GROUP, (4) THE QUANTITY,
               QUALITY, OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE
               PROPERTIES  OWNED BY KNOX MISS. PARTNERS, L.P., (5) ANY ESTIMATES
               OF THE VALUE OF THE PROPERTIES OWNED BY KNOX MISS. PARTNERS, L.P.
               OR  FUTURE  REVENUES  TO  BE GENERATED BY THE PROPERTIES OWNED BY
               KNOX MISS. PARTNERS, L.P., INCLUDING, WITHOUT LIMITATION, PRICING
               ASSUMPTIONS  OR  THE  ABILITY  TO  SELL  OR  MARKET ANY PETROLEUM
               SUBSTANCES  AFTER  CLOSING,  (6)  THE  PRODUCTION  OR  RATES  OF
               PRODUCTION  OF  PETROLEUM SUBSTANCES FROM THE PROPERTIES OWNED BY
               KNOX  MISS.  PARTNERS,  L.P.,  OR  WHETHER  PRODUCTION  HAS  BEEN
               CONTINUOUS,  OR  IN  PAYING  QUANTITIES  THEREFROM,  (7)  THE
               MAINTENANCE,  REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, OR
               MARKETABILITY  OF  THE  PROPERTIES  IDENTIFIED OWNED BY KNOX MISS
               PARTNERS,  L.P.,  OR, (9) ANY OTHER MATERIALS OR INFORMATION THAT
               MAY  HAVE  BEEN  MADE  AVAILABLE  OR  COMMUNICATED  IN ANY MANNER
               WHATSOEVER  TO BLACK WARRIOR, OR ITS PARTNERS, AFFILIATES, OR ITS
               OR  THEIR  OFFICERS,  DIRECTORS,  EMPLOYEES, AGENTS, CONSULTANTS,
               REPRESENTATIVES,  OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS
               CONTEMPLATED BY THIS ASSIGNMENT OR ANY DISCUSSION OR PRESENTATION
               RELATING  THERETO.  BLACK WARRIOR FURTHER EXPRESSLY DISCLAIMS AND
               NEGATES  ANY  REPRESENTATION  OR  WARRANTY,  EXPRESS  OR IMPLIED,
               RELATING  TO  THE  CONDITION  OF  ANY IMMOVABLE PROPERTY, MOVABLE
               PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES, AND PERSONAL
               PROPERTY  CONSTITUTING  PART  OF  THE PROPERTY INCLUDING, WITHOUT
               LIMITATION,  (a)  ANY  IMPLIED  OR  EXPRESS  WARRANTY  OF
               MERCHANTABILITY,  (b)  ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS
               FOR  A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF
               CONFORMITY  TO  MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF
               BLACK  WARRIOR  UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
               CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (e) ANY IMPLIED OR
               EXPRESS  WARRANTY  OF  FREEDOM  FROM  PATENT  OR  TRADEMARK
               INFRINGEMENT, (I) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM


---------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 4

<PAGE>
               REHIBITORY  VICES  OR  DEFECTS OR OTHER VICES OR DEFECTS, WHETHER
               KNOWN  OR  UNKNOWN,  (g)  ANY AND ALL IMPLIED WARRANTIES EXISTING
               UNDER  APPLICABLE  LAW  NOW  OR  HEREAFTER IN EFFECT, AND (h) ANY
               IMPLIED  OR  EXPRESS  WARRANTY  REGARDING ENVIRONMENTAL LAWS, THE
               RELEASE  OF  MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE
               ENVIRONMENT  OR  HEALTH,  IT  BEING  THE EXPRESS INTENTION OF FAR
               GROUP  AND  BLACK  WARRIOR  THAT  THE IMMOVABLE PROPERTY, MOVABLE
               PROPERTY, EQUIPMENT, INVENTORY, MACHINERY, FIXTURES, AND PERSONAL
               PROPERTY  SHALL  BE  CONV EYED TO BLACK WARRIOR "AS IS, WHERE IS"
               AND  IN  THEIR  PRESENT  CONDITION AND STATE OF REPAIR, AND BLACK
               WARRIOR  REPRESENTS  TO  FAR GROUP THAT BLACK WARRIOR HAS MADE OR
               CAUSED  TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE IMMOVABLE
               PROPERTY,  MOVABLE  PROPERTY,  EQUIPMENT,  INVENTORY,  MACHINERY,
               FIXTURES,  AND  PERSONAL  PROPERTY  AS  BLACK  WARRIOR  DEEMS
               APPROPRIATE  AND  NECESSARY,  AND  BLACK  WARRIOR  ACCEPTS  THE
               IMMOVABLE  PROPERTY,  MOVABLE  PROPERTY,  EQUIPMENT,  INVENTORY,
               MACHINERY,  FIXTURES,  AND PERSONAL PROPERTY "AS IS, WHERE IS" IN
               THEIR  PRESENT  CONDITION  AND STATE OF REPAIR. THE PARTIES AGREE
               THAT  THIS  PARAGRAPH  CONSTITUTES  A  CONSPICUOUS  LEGEND.

          e.   Securities Laws. Black Warrior is acquiring the Purchase And Sale
               ---------------
               Agreement  and  the  limited  partnership  interests  identified
               therein  for  its  own  account and not with the intent to make a
               distribution  in  violation  of  the  Securities  Act of 1933, as
               amended.  Black  Warrior  acknowledges  that it and its partners,
               officers,  and/or  directors  are experienced in investments with
               limited  liquidity  through  a  variety  of entities and vehicles
               including  but  not  limited  to Limited Partnerships and private
               placements  and  is a Accredited Investor as that term is defined
               in  the Securities Act of 1933, as amended. Black Warrior, at its
               sole  risk and expense, has had unrestricted access during normal
               business hours to the Purchase And Sale Agreement, the Properties
               owned  by  Knox  Miss.  Partners,  L.P.,  the  land  files  and
               accounting,  engineering, operational, geological and geophysical
               data,  less  and  except  those  deemed proprietary by Far Group.
               Black Warrior has conducted its own independent evaluation of the
               Purchase  And  Sale  Agreement  and  the Properties owned by Knox
               Miss.  Partners,  L.P.


     7.   Conditions  Precedent  to  Closing.
          ----------------------------------

          7.1. Conditions  Precedent  to  Obligations  of  Black  Warrior.  The
               ----------------------------------------------------------
obligations  of  Black  Warrior  under  this  Agreement are expressly subject to
completion  of  each  of  the  following  conditions:

               1.   Each and every representation and warranty of Far Group made
                    to  Black  Warrior  under  this  Agreement shall be true and
                    accurate  in  all  material  respects.


---------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 5

<PAGE>
               2.   Far  Group shall have performed and complied in all material
                    respects  with  (  or  compliance  therewith shall have been
                    waived  by  Black  Warrior)  each  and  every  covenant  and
                    agreement  required  by  this  Agreement to be performed, or
                    complied  with  by  Far  Group.

               3.   No  suit,  action, or other proceedings, shall be pending or
                    threatened  before any court or government agency seeking to
                    restrain,  prohibit,  or  obtain  material  damages or other
                    material  relief  in connection with the consummation of the
                    transaction  contemplated  by  this  Agreement.

          7.2  Conditions Precedent to Obligations of Far Group. The obligations
               ------------------------------------------------
of Far Group under this Agreement are expressly subject to each of the following
conditions  being  met:

               a.   Each  and  every  representation of Black Warrior under this
                    Agreement  shall  be  true  and  accurate  in  all  material
                    respects.

               b.   Black  Warrior  shall  have  performed  and  complied in all
                    material  respects  with (or compliance therewith shall have
                    been  waived  by  Far  Group)  each  and  every covenant and
                    agreement  required  by  this  Agreement  to be performed or
                    complied  with  by  Black  Warrior.

               c.   No  suit,  action,  or other proceedings shall be pending or
                    threatened  before any court or government agency seeking to
                    restrain,  prohibit,  or  obtain  material  damages or other
                    material  relief  in connection with the consummation of the
                    transaction  contemplated  by  this  Agreement.

     8.   Closing.
          -------

               a.   Actions  at  Closing.  The  Closing  of  the  transaction
                    --------------------
                    contemplated  hereby  shall take place in the offices of BWP
                    Gas,  L.L.C. located at 5858 Westheimer, Suite 708, Houston,
                    Texas  77057,  on or before March 15, 2003, or at such other
                    date  and  time  as Far Group and Black Warrior may mutually
                    agree,  being  herein  called  the  "Closing  Date".  At the
                    Closing:

                         (i)  Delivery  of  Conveyance. Far Group shall execute,
                              ------------------------
                              acknowledge,  and  deliver  to Black Warrior, in a
                              mutually  acceptable  form, an Assignment and Bill
                              of  Sale  ("Conveyance").

                        (ii)  Issuance of Percentage Interest. Black Warrior, by
                              -------------------------------
                              and  through  its General Partner, shall issue the
                              to  the  Far Group and BWP the Percentage Interest
                              in  Black  Warrior  Gas,  L.P.

                       (iii)  Execution  and  Delivery  of  Amended  Limited
                              ----------------------------------------------
                              Partnership  Agreement.  The  Limited  Partnership
                              ----------------------
                              Agreement  of Black Warrior Gas, L.P. shall be, to
                              the  extent  necessary,  amended  to  reflect  the
                              transaction  contemplated  hereby.  The  Amended
                              Limited Partnership Agreement shall be executed by
                              Far Group, BWP, the General Partner, and all other
                              parties  thereto.


---------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 6

<PAGE>
     9.  Notice. All notices required or permitted under this Agreement shall be
         ------
effective  upon  receipt  if  personally  delivered,  if mailed by registered or
certified  mail,  postage  prepaid,  or  if  delivered  by telegram, telecopy or
facsimile  if  directed  to  the  parties  as  follows:

              TO Far Group:                   TO Black Warrior:
                                              C/O NANG, Inc.
9594 First Avenue N.E.  Suite 675             210-5 80 Hornby Street
Seattle, Washington 98115                     Vancouver, B.C. V6C 3B6

Facsimile:  (604) 684-0342                    Facsimile:  (604) 687-3496


Any  party  may  give written notice of a change in the address or individual to
whom  delivery  shall  be  made  provided such notice is given at least ten (10)
business  days  prior  to  becoming  effective.

     10.  Miscellaneous  Matters.
          ----------------------

               a.   Choice  of  Law.  TIME  IS OF THE ESSENCE IN THIS AGREEMENT.
                    ---------------
                    This Agreement and all operations hereunder shall be subject
                    to  all  valid  and  applicable  laws,  orders,  rules  and
                    regulations  of  any  governmental  body having jurisdiction
                    over such operations. This Agreement and the legal relations
                    among  the parties hereto shall be governed by and construed
                    in  accordance  with  the  substantive  laws of the State of
                    Delaware. Far Group and Black Warrior agree that any dispute
                    that  arises  with  respect  to  this  agreement  shall  be
                    arbitrated by a panel of three (3) arbitrators in accordance
                    with  the  rules  of  the  American  Arbitration Association
                    ("Rules").  The panel of arbitrators will consist of one (1)
                    arbitrator  appointed  by  Black Warrior, one (1) arbitrator
                    appointed  by  Far Group, and one (1) arbitrator selected by
                    the  two  (2)  appointed  arbitrators.  The  decision of the
                    arbitration  panel  rendered  pursuant to the Rules shall be
                    binding  and  non-appealable  upon  the  parties  and may be
                    enforced  in  any  court  of  competent  jurisdiction.  Any
                    arbitration  proceedings pursuant to this Agreement shall be
                    held in Houston, Harris County, Texas. The arbitrators shall
                    not  award  punitive, consequential, nor multiple damages in
                    settlement  of  any  dispute.

               b.   Waiver.  Any  of  the  terms,  provisions,  covenants,
                    ------
                    representations,  warranties  or  conditions  hereof  may be
                    waived  only  by  a written instrument executed by the party
                    waiving  compliance.  Except as otherwise expressly provided
                    in  this  Agreement, the failure of any party at any time or
                    times  to  require performance of any provision hereof shall
                    in  no manner affect such party's right to enforce the same.


---------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 7

<PAGE>
               c.   Unenforceability.  The invalidity or unenforceability of any
                    ----------------
                    particular  provision of this Agreement shall not affect the
                    other  provisions  hereof,  and  this  Agreement  shall  be
                    construed  in  all  respects  as  if  such  invalid  or
                    unenforceable  provisions  were  omitted.

               d.   Legal  Review. The parties acknowledge that they have had an
                    -------------
                    adequate  opportunity  to  review  each  and every provision
                    contained  in  this  Agreement, including the opportunity to
                    submit  the  same  to  legal counsel for review and comment.
                    Based  on  said  review  and consultation, the parties agree
                    with  each  and every term contained in the Agreement. Based
                    on  the  foregoing,  the  parties  agree  that  the  rule of
                    construction  that  a  contract  be  construed  against  the
                    drafter,  if any, shall not be applied in the interpretation
                    and  construction  of  this  Agreement.

               e.   Continuing  Obligations.  All representations and warranties
                    -----------------------
                    made  herein  by  Far  Group  and  Black  Warrior  shall  be
                    continuing  and  shall be true and correction as of the date
                    hereof  (and  shall  inure  to the benefit of the respective
                    successors  and assigns of Far Group and Black Warrior), and
                    all  such  representations and warranties shall survive this
                    Agreement.

               f.   Entirety.  This  Agreement, together with the Assignments to
                    --------
                    be  made, embodies the entire agreement between the parties,
                    superseding  all  prior agreements, negotiations, letters of
                    intent,  arrangements  and  understandings  related  to  the
                    subject  matter  hereof either written or oral, and may only
                    be supplemented, altered, amended, modified, or revoked by a
                    writing signed by duly authorized representatives of all the
                    parties  hereto.  Notwithstanding  the  provisions  of  this
                    paragraph,  no  party  shall  be  bound  by,  subject to, or
                    deemed  a  party to, any agreement between the parties which
                    have not been duly executed by, or on behalf of, such party.


               g.   No  Partnership.  The parties hereto expressly do not intend
                    ---------------
                    to  create,  and  no  provision hereof shall be construed as
                    creating  a  partnership, joint venture, mining partnership,
                    corporation,  association  or other relationship whereby any
                    party  hereto  shall ever be held liable for the acts either
                    by  omission  or  commission, of the other, the liability of
                    all  the  respective  parties  hereto  being several and not
                    joint  or  collective.







               h.   Further  Assurances.  THE  PARTIES  AGREE  TO  EXECUTE  AND
                    -------------------
                    DELIVER,  AFTER  THE  CLOSING,  ANY  AND  ALL OTHER MUTUALLY
                    ACCEPTABLE  INSTRUMENTS  AND AGREEMENTS REASONABLY NECESSARY
                    TO  ACCOMPLISH  THE  TRANSACTION  CONTEMPLATED  HEREBY. Each
                    Party  hereto  shall  from  time to time do and perform such
                    further  acts  and  execute  and  deliver  such  further


---------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 8

<PAGE>
                    instruments, assignments and documents as may be required or
                    reasonably  requested by the parties hereto to carry out and
                    effect  the  intentions  and  purposes  of  this  Agreement.

                    Successors  and  Assigns.  All  the  terms,  provisions,
                    ------------------------
                    covenants,  obligations,  indemnities,  representations,
                    warranties and conditions of this Agreement shall be binding
                    upon  and  inure to the benefit of and be enforceable by the
                    parties  hereto and their respective successors and assigns.
                    Any assignment of the parties' rights hereunder to any third
                    party  shall  be made expressly subject to all of the terms,
                    provisions,  covenants,  obligations,  indemnities,
                    representations, warranties and conditions of this Agreement
                    and  the  Purchase  And  Sale  Agreement.

               j.   No  Commissions.  Each  party  hereto  agrees  to  defend,
                    ---------------
                    indemnify,  save, and hold harmless the other party from and
                    against  any  and all claims, demands, causes of action, and
                    damages  to  third parties claiming under a party hereto for
                    brokerage,  commission,  finders,  or other fees relative to
                    this  agreement,  or  the  transactions contemplated hereby,
                    together  with  any  court  costs,  attorneys' fees or other
                    costs  or  expenses  arising  therefrom.

               k.   Headings. The subject headings of the articles, sections and
                    --------
                    subsections  of  this  Agreement  are  included  solely  for
                    purposes of convenience and reference only, and shall not be
                    deemed  to  explain,  modify,  limit,  amplify or aid in the
                    meaning,  construction  or  interpretation  of  any  of  the
                    provisions  of  this  Agreement.

               1.   Counterparts.  This  Agreement may be executed in any number
                    ------------
                    of  counterparts,  each of which shall be deemed an original
                    and  all  of  which  shall  constitute  one  and  the  same
                    Agreement. It shall not be necessary that the Parties hereto
                    execute  an  single  counterpart  hereof, and this Agreement
                    shall  be  effective  when  each party hereto has executed a
                    counterpart  hereof  (whether  or  not  any  other party has
                    executed  the  same  counterpart).





EXECUTED  on  the  date  first  written  above  and shall be effective as of the
Effective  Date.

FAR GROUP, INC.                          BLACK WARRIOR GAS, L.P.

"Far Group"                               "Black Warrior"

By:  "Harry J. Briscoe"                   By:  "Harry  J. Briscoe"
     --------------------------              -----------------------------------
                                          Harry Briscoe, President of NANG,
                                          Inc., General Partner of Black Warrior
                                          Gas,  L.P.
Title:  President & CEO
        -----------------------


---------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 9

<PAGE>
NANG, INC. **
BY:  "Harry J. Briscoe"
     ------------------------------
TITLE: President
      -----------------------------


     **NANG,  Inc.  joins  in  the  execution  of  this Agreement solely for the
purpose  of acknowledging its obligation as the General Partner of Black Warrior
Gas,  L.P.  to effectuate the assignment and transfer of the limited partnership
interests identified in Paragraph 4 hereinabove and to consent to the assignment
of  the  limited  partnership  interests  as  set  forth  therein.




---------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC./BLACK WARRIOR GAS, L.P.
PAGE 10

<PAGE>