ASSIGNMENT AGREEMENT


     THIS  ASSIGNMENT  AGREEMENT  ("Agreement") dated March 12, 2003 ("Effective
Date"),  is  made  and  entered  into by and between BWP Gas, L.L.C., a Delaware
limited  liability  company  (hereinafter  referred to as "BWP"), and Far Group,
Inc.,  a  Washington corporation or its designee(hereinafter referred to as "Far
Group").  BWP  and  Far  Group  are  sometimes  separately  called a "party" and
together  referred  to  herein  as  "parties."

     WHEREAS,  BWP  has entered into a certain Purchase And Sale Agreement dated
March  12,  2003  (hereinafter referred to as the "Purchase And Sale Agreement")
with  Continental  Southern  Resources,  Inc., a Nevada corporation (hereinafter
referred  to  as  "CSR"), regarding BWP's purchase of a certain portion of CSR'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 Far Group, are more fully described in the Purchase
And  Sale  Agreement  which  is  attached hereto as Exhibit "A" and incorporated
herein  for  all  purposes;

     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,  BWP  desires to assign all of its rights in the Purchase And Sale
Agreement  and Far Group desires to acquire such rights in the Purchase And Sale
Agreement from BWP 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.   BWP  does  hereby grant, bargain, sell, transfer, assign and convey to
Far Group all of BWPs right, title, and interest (of whatever kind or character,
whether legal or equitable, and whether vested or contingent) currently owned in
and  to  the  Purchase  And  Sale  Agreement

     2.   Far  Group  does  hereby assume all of the obligations, duties, and/or
liabilities  under  the  terms of the Purchase And Sale Agreement, and Far Group
does  hereby  agree  to  indemnify,  defend, save and hold harmless BWP (and its
respective  affiliates,  officers, directors, employees, attorneys, contractors,
and  agents  of  BWP  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
after  the  Effective  Date.

     3.   BWP  and  CSR  have  fully  executed  the Purchase And Sale Agreement.



     4.   Simultaneous  with  the delivery of the executed conveyances of all of
BWP's  right,  title and interest in and to the Purchase And Sale Agreement, Far
Group shall cause to be delivered to BWP shares of the common stock of Far Group
as  consideration  for  the conveyance of the Purchase And Sale Agreement to Far
Group. The number of shares of common stock to be delivered to BWP will be based
on  the  percentage of limited partnership interest of Knox Miss. Partners, L.P.
acquired  by  Far  Group under the terms of the Purchase and Sale


------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC. /KNOX MISS. PARTNERS
PAGE 1

<PAGE>
Agreement.  The  total  number  of  shares  to  be  delivered to BWP shall be in
accordance  with the scheduled set forth on Exhibit "B" which is attached hereto
and  incorporated  herein  by  reference  for all purposes. Far Group intends to
transfer  and assign the interest it acquires in the Purchase and Sale Agreement
to Black Warrior Gas, L.P., a Delaware Limited Partnership (hereinafter referred
to  as  "Black  Warrior"). As additional consideration for this Agreement, NANG,
Inc. the general partner of Black Warrior, shall issue to BWP, at Closing, a one
percent  (1%)  limited  partnership interest in Black Warrior, free and clear of
all  liens  and/or  encumbrances,  until such time as Far Group has received the
return of all capital invested by Far Group in Black Warrior, at which time such
interest  shall  be  increased  to  a  fifteen percent (15%) limited partnership
interest.  The  Agreement  of  Limited  Partnership  of Black Warrior shall give
effect  to  the  forgoing.


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

          a.   Organization.  BWP is a limited liability company duly organized,
               ------------
               validly  existing,  and  in  good  standing under the laws of the
               State  of  Delaware.

          b.   Authority  and  Conflicts.  BWP  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 BWP 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 BWPs
               bylaws  or  other governing documents, any material agreements or
               contracts  to which BWP is a party, or any material agreements or
               contracts  concerning  the  Purchase  And  Sale  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  BWP.

          c.   Enforceability.  This  Agreement  has  been  duly  executed  and
               --------------
               delivered  on behalf of BWP and constitutes the legal and binding
               obligation  of  BWP  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').



          d.   Litigation  and  Claims.  There are no pending suits, actions, or
               -----------------------
               other  proceedings  in  which  BWP  is  a  party  (or,  to  BWP's
               knowledge,  which  have  been threatened to be instituted against
               BWP)  which affect BWP'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 BWP's knowledge, no
               -----------------------------
               representation  or  warranty  by  BWP  in  this  Agreement or any
               agreement or document delivered by BWP 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


------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC. /KNOX MISS. PARTNERS
PAGE 2

<PAGE>
               warranty,  in light of the circumstances under which it was made,
               not  misleading

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

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

          a.   Organization.  Far  Group  is  a  corporation  duly organized and
               ------------
               legally  existing  under  the laws of the State of Washington 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 and the
               Purchase  And  Sale  Agreement.

          b.   Authority.  The execution and delivery of this Agreement has been
               ---------
               authorized  by  all necessary action, corporate and otherwise, on
               the  part  of Far Group. 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  Far  Group  is  bound.


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



          d.   EXCEPT  AS  SET  FORTH  HEREIN,  FAR  GROUP IS NOT RELYING ON ANY
               STATEMENT  OR  ANY  INFORMATION  PROVIDED BY BWP, CSR, KNOX MISS.
               PARTNERS,  L.P., OR KNOX MISS., L.L.C. (THE "GENERAL PARTNER") IN
               ITS  DECISION TO ACQUIRE THE RIGHTS OF BWP UNDER THE PURCHASE AND
               SALE  AGREEMENT  AND  ASSUME  THE  OBLIGATIONS  AND DUTIES OF THE
               PURCHASE AND SALE AGREEMENT, AS WELL AS THE OBLIGATIONS UNDER THE
               PARTNERSHIP  AGREEMENT,  AS  AMENDED FOR THE KNOX MISS. PARTNERS,
               LP.  FAR  GROUP  HEREBY  WAIVES AND ACKNOWLEDGES THAT NEITHER BWP
               CSR,  KNOX MISS. PARTNERS, L.P., NOR THE GENERAL PARTNER HAS MADE
               ANY  REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND BWP CSR,
               KNOX  MISS.  PARTNERS,  L.P.,  AND  THE  GENERAL  PARTNER  HEREBY
               EXPRESSLY  DISCLAIM  AND  NEGATE ANY REPRESENTATION AND WARRANTY,
               EXPRESS OR IMPLIED, WITH RESPECT OR RELATING TO (1) 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  OIL  &  GAS
               INTERESTS  HELD  OR  OWNED  BY KNOX MISS. PARTNERS, L.P., (2) THE
               ACCURACY,  COMPLETENESS, OR MATERIALITY OF ANY INFORMATION, DATA,
               OR  OTHER MATERIALS (WHETHER WRITTEN OR ORAL) NOW,


------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC. /KNOX MISS. PARTNERS
PAGE 3

<PAGE>
               HERETOFORE,  OR HEREAFTER, FURNISHED TO FAR GROUP BY OR ON BEHALF
               OF  BWP,  CSR, KNOX MISS. PARTNERS, L.P., OR THE GENERAL PARTNER,
               (3)  THE  QUANTITY,  QUALITY,  OR  RECOVERABILITY  OF  PETROLEUM
               SUBSTANCES  IN  OR  FROM THE OIL & GAS INTERESTS HELD OR OWNED BY
               KNOX  MISS. PARTNERS, L.P., (4) ANY ESTIMATES OF THE VALUE OF THE
               OIL & GAS INTERESTS HELD OR OWNED BY KNOX MISS. PARTNERS, L.P. OR
               FUTURE  REVENUES  TO BE GENERATED BY THE OIL & GAS INTERESTS HELD
               OR  OWNED  BY  KNOX  MISS.  PARTNERS,  L.P.,  INCLUDING,  WITHOUT
               LIMITATION,  PRICING ASSUMPTIONS OR THE ABILITY TO SELL OR MARKET
               ANY  PETROLEUM  SUBSTANCES  AFTER  CLOSING, (5) THE PRODUCTION OR
               RATES  OF  PRODUCTION  OF PETROLEUM SUBSTANCES FROM THE OIL & GAS
               INTERESTS  HELD  OR OWNED BY KNOX MISS PARTNERS, L.P., OR WHETHER
               PRODUCTION  HAS  BEEN  CONTINUOUS,  OR  IN  PAYING  QUANTITIES
               THEREFROM,  (6)THE  MAINTENANCE,  REPAIR,  C0NDITI0N,  QUALITY,
               SUITABILITY,  DESIGN, OR MARKETABILITY OF THE OIL & GAS INTERESTS
               HELD  OR  OWNED  BY  KNOX MISS. PARTNERS, L.P., OR, (7) ANY OTHER
               MATERIALS  OR  INFORMATION  THAT  MAY HAVE BEEN MADE AVAILABLE OR
               COMMUNICATED  IN  ANY  MANNER  WHATSOEVER  TO  FAR  GROUP, OR ITS
               PARTNERS,  AFFILIATES,  OR  ITS  OR  THEIR  OFFICERS,  DIRECTORS,
               EMPLOYEES,  AGENTS,  CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN
               CONNECTION  WITH  THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
               OR  ANY  DISCUSSION  OR  PRESENTATION RELATING THERETO. BWP, CSR,
               KNOX  MISS.  PARTNERS,  L.P.,  AND  THE  GENERAL  PARTNER FURTHER
               EXPRESSLY  DISCLAIM  AND  NEGATE  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  FAR  GROUP  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,  (1)  ANY IMPLIED OR EXPRESS WARRANTY OF
               FREEDOM  FROM  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 BWP AND FAR GROUP THAT THE INTERESTS TO
               BE  TRANSFERRED  AND  CONVEYED  SHALL BE "AS IS, WHERE IS" AND IN
               THEIR  PRESENT  CONDITION  AND STATE OF REPAIR. THE PARTIES AGREE
               THAT  THIS  PARAGRAPH  CONSTITUTES  A  CONSPICUOUS  LEGEND.

          e.   Securities  Laws.  Far  Group  is acquiring the Purchase And Sale
               ----------------
               Agreement and the limited partnership interest 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.  Far  Group  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


------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC. /KNOX MISS. PARTNERS
PAGE 4

<PAGE>
               that  term  is defined in the Securities Act of 1933, as amended.
               Far  Group,  at  its  sole risk and expense, has had unrestricted
               access  during  normal  business  hours to all information in the
               possession  of  BWP regarding the interests to be conveyed to Far
               Group.  Far Group has conducted its own independent evaluation of
               the  Purchase  And  Sale  Agreement  and  the limited partnership
               interests  identified  therein.


          7.   Conditions  Precedent.
               ---------------------

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

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

                    2.   BWP  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  BWP.

                    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 BWP. The obligations
                    -------------------------------------------
of  BWP  under  this  Agreement  are  expressly subject to each of the following
conditions  being  met:

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

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



               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.
               -------


------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC. /KNOX MISS. PARTNERS
PAGE 5

<PAGE>
               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 BWP and Far Group may mutually agree, being
                    herein  called  the  "Closing  Date".  At  the  Closing:

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

                        (ii)  Issuance  of  Stock  and Partnership Interest. Far
                              ---------------------------------------------
                              Group shall issue and deliver to BWP the shares of
                              common  stock  pursuant  to the terms set forth in
                              Paragraph 4 hereof, with the continuing obligation
                              to  issue  and  deliver  the appropriate number of
                              shares  set  forth  in  Exhibit  "B" herein. Black
                              Warrior shall issue to BWP the limited partnership
                              interest  as  set  forth  in  Paragraph  4 hereof.

                       (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,  B'WP,  the  General  Partner, and all
                              other  parties  thereto.





          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 BWP:                                      TO Far Group:
BWP Gas, L.L.C.                              Far Group, Inc.
5858 Westheimer, Suite 708                   9594 First Avenue N.E., Suite 675
Houston, Texas 77057                         Seattle, Washington 98115
Telephone: (713) 784-1113                    Telephone: (604) 687-6991
Facsimile: (713) 785-8530                    Facsimile: (604) 684-0342


------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC. /KNOX MISS. PARTNERS
PAGE 6

<PAGE>
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. BWP
                         and  Far  Group 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  BWP, 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.





                    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 BWP and Far Group 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  BWP  and  Far
                         Group),  and  all  such  representations and warranties
                         shall  survive  this  Agreement.


------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC. /KNOX MISS. PARTNERS
PAGE 7

<PAGE>
                    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 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.

                    i.   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,  the
                         Purchase  And  Sale  Agreement  and  the  Partnership
                         Agreement,  as  amended,  of  Knox Miss. Partners, L.P.

                    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.

                    l.   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


------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC. /KNOX MISS. PARTNERS
PAGE 8

<PAGE>
                         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.

BWP GAS, L.L.C.                                    FAR GROUP, INC.

"BWP"                                          "FAR  GROUP"


By:                                            By:  "Harry J. Briscoe"
   ----------------------------------             --------------------------
Title:                                         Title:  President & CEO
   ----------------------------------             --------------------------


CONTINENTAL SOUTHERN RESOUR ES, INC.*

"CSR"

By:
   ----------------------------------
Title:
      -------------------------------

     *Continental  Southern  Resources,  Inc.  joins  in  the  execution of this
Agreement  solely  for the purpose of consenting to the assignment by BWP of its
rights  and  obligations  under  the  Purchase  and  Sale  Agreement.


BLACK WARRIOR GAS, L.P.**

"BLACK WARRIOR"


By:  "Harry J. Briscoe"
     ---------------------------------
        Harry J. Briscoe the President of
        ----------------     ---------
        NANG, Inc., its General Partner


------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC. /KNOX MISS. PARTNERS
PAGE 9

<PAGE>
     **NANG,  Inc.,  as the General Partner of Black Warrior Gas, L.P., joins in
the  execution of this Agreement for the purpose of acknowledging the obligation
Black  Warrior Gas, L.P. to consummate and effect 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. /KNOX MISS. PARTNERS
PAGE 10

<PAGE>
                                   EXHIBIT "B"
                   Attached to and made a part of that certain
                    Assignment Agreement dated March 12, 2003
                         by and between BWP Gas, L.L.C.
                               and Far Group, Inc.


SCHEDULE OF SHARES
--------------------

The  following is a schedule of shares of the common stock of Far Group, Inc. to
delivered  to  BWP  in  accordance  with  Paragraph  4  hereof:

Percentage of limited partnership interest        Number of shares of the common
in  Knox  Miss. Partners, L.P.                    stock of Far Group, Inc. to be
acquired  by  Far  Group,  Inc.                    delivered  to BWP Gas, L.L.C.
-------------------------------                    -----------------------------

     10.0%     limited  partnership  interest          1,875,000  shares

     11.0%     limited  partnership  interest          2,062,500  shares

     12.0%     limited  partnership  interest          2,250,000  shares

     13.0%     limited  partnership  interest          2,437,500  shares

     14.0%     limited  partnership  interest          2,625,000  shares

     15.0%     limited  partnership  interest          2,812,500  shares

     16.0%     limited  partnership  interest          3,000,000  shares

     17.0%     limited  partnership  interest          3,187,500  shares

     18.0%     limited  partnership  interest          3,337,500  shares

     19.0%     limited  partnership  interest          3,563,500  shares

     20.0%     limited  partnership  interest          3,750,000  shares


------------------------------------
ASSIGNMENT AGREEMENT
FAR GROUP, INC. /KNOX MISS. PARTNERS
PAGE 11

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