EXHIBIT 10.3



                     PURCHASE AND SALE AGREEMENT DATED AS OF
                               SEPTEMBER 20, 2014
                                 BY AND BETWEEN

                          TEREX ENERGY CORPORATION
                                       AND

                                   ALLEN HEIM
                                  PAMELA HEIM
                                       AND
                                 MARLIN C. HEIM


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                           PURCHASE AND SALE AGREEMENT

     This AGREEMENT,  dated as of September 20, 2014 (the  "Agreement"),  by and
between  Terex  Energy  Corporation  ("TEREX")  or  ("Purchaser"),   a  Colorado
Corporation  555 Eldorado  Blvd,  Broomfield,  Colorado 80021 and Allen Heim and
Pamela  Heim,  an  individual  residents  of the State of  Nebraska  , 411 South
Myrtle,  Kimball,  Nebraska 69145 and Marlin C. Heim, an individual  resident of
..the State of Alaska,  PO Box 2300,  Anchorage,  Alaska 99523 Allen Heim, Pamela
Heim and Marlin C. Heim  hereinafter  sometimes  referred to as  ("Seller"  or "
Sellers").

     WHEREAS,  Sellers own certain oil and gas leases in Sioux  County  Nebraska
and a certain well bore (Miller  1-15) and equipment  located in Kimball  County
Nebraska described in Exhibit A attached hereto,  hereinafter referred to as the
("Interest"); and,

     WHEREAS  Sellers  desire to sell and  Purchaser  desires  to  purchase  the
Working Interest more specifically described in Exhibit A; and,

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  respective
representations,  warranties, covenants and agreements set forth herein, and for
ONE HUNDRED  DOLLARS and other good and valuable  consideration  the receipt and
adequacy of which are hereby  acknowledged,  and  intending to be legally  bound
hereby, the parties do hereby agree as follows:



                             ARTICLE I THE PURCHASE

     SECTION 1.O1 Agreement to Purchase and Sell.  Sellers hereby agree to sell,
transfer and assign one hundred percent (100%) of their right title and interest
to the properties located in Sioux, County,  Nebraska as specifically  described
in Exhibit A to Purchaser who agrees to purchase the  Interest.  The Net Revenue
Leasehold  Estate to be acquired  hereunder  shall not be less than seventy five
percent.  The Net Revenue Interest and working interest is further identified in
Exhibit A.

     SECTION 1.02 Agreement to Purchase Interest. The Interest shall include the
following:

     a.   The oil and gas leases,  mineral interest,  contractual rights, rights
          to explore,  produce and develop,  rights to drain,  wellbore interest
          and or  properties  listed  and  described  in any marmer on Exhibit A
          including any renewals,  extensions,  ratifications  and amendments to
          such interest;

     b.   All oil and gas wells, salt water disposals wells, injection wells and
          other wells  located on or pooled or unitized  with any of the leases,
          as described in Exhibit A;

     c.   All structures,  facilities,  wellheads,  tanks,  pumps,  compressors,
          separators, heater treaters, valves, fittings,  equipment,  machinery,
          fixtures,   flowlines,    pipelines,   materials,   tools,   supplies,
          improvements, and any other real or personal property located on, used
          in

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          the  operations  of,  or  relating  to  the   production,   treatment,
          gathering,  marketing, and sale of hydrocarbons,  but excluding all of
          the operators vehicles, equipment,  supplies, tolls and other personal
          property belonging to the operator;

     d.   To the extent  transferable , all contracts,  permits,  rights-of-way,
          easements, licenses, servitudes,  transportation agreement agreements,
          operating  agreements or any other  agreement,  document or instrument
          that is attributable to the Interest;

     e.   Copies  of  records  relating  to the  leases,  wells,  contracts  and
          facilities in possession of Seller.

     SECTION 1.02 Purchase Price. As consideration  for the sale of the Interest
Purchaser shall pay to Sellers or its respective designee, the following:.

     The purchase price shall be due and payable at closing as follows:

     (a)  $25,000.00 to Allen Heim and Pam Heim
     (b)  $25,000.00 Marlin Heim
     (c)  A grant of 200,000 options to Allen Heim and Pam Heim with an exercise
          price of $.25
     (d)  A grant of 200,000  options to Marlin Heim with an  exercise  price of
          $.25.
     (e)  The options shall expire on September 30, 2017.

     SECTION  1.03  No  Brokers  Purchaser  is not a  party  to,  or in any  way
obligated  hereunder,  no does  Purchaser have any knowledge of, any contract or
outstanding  claim for the payment of any broker's or finder's fee in connection
with the performance with this Agreement.

     SECTION  1.04  Conveyancing  Instruments.  The  Interest  to be conveyed by
Seller  to  Purchaser  shall be  conveyed  "AS IS,  WHERE  IS" with the  express
conditions  and  limitations  contained  in this  Agreement,  and they  shall be
transferred pursuant to an Assignment and Bill of Sale in substantially the form
of Exhibit B (the"Assignment")  which shall contain a special warranty of title.
Such  Special  Warranty  will  limit the  Seller's  co.venants  of  warranty  to
encumbrances  and  defects  caused by the Seller and will  require the Seller to
warrant  and  defend  title for claims by ,  through  or under the  Seller,  but
against none other.

     SECTION 1.05 DISCLAIMER OF WARRANTY BY SELLER. EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT,  SELLER MAKES THIS SALE TO PURCHASER  WITHOUT ANY WARRANTY OF
TITLE AND IT IS UNDERSTOOD  THAT PURCHASER TAKES THE INTEREST "AS IS" AND "WHERE
IS".

     SECTION 1.06.  Title Review.  Notwithstanding  Section 1.04 Seller,  at the
expense of the Purchaser  will provide  Purchaser with a title review by the law
firm of Burke & Wilson Attorneys at Law, Kimball, Nebraska which shall advise to
the  title  to the  surface  and  minerals  with a list  of  Landowners  Royalty
Interest, Overriding Royalty Interest if any and Working Interest Ownership.

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     SECTION 1.07  Adjustment to increase  Purchase  Price.  The Purchase  Price
shall be increased in accordance with this Section 1.07.

The  purchase  price will be  increased  by the amount of  expenses  incurred by
Seller  attributable  to the period after the Effective  Date. The amount of any
property  or ad valorem  taxes  assessed  against  the Seller  that were paid by
Seller  prior to the  Effective  Date but  allocable  to the  period  after  the
Effective Date.

     SECTION 1.08  Adjustment to decrease  Purchase  Price.  The Purchase  Price
shall be decreased by the following amounts:

The amount of any  property or ad valorem  taxes  assessed  against the Property
that will be paid by Purchaser  after the  Effective  Date but  allocable to the
period of time prior to the Effective Date.

     SECTION 1.09  Effective Date of Sale. The effective date of the sale of the
properties described in section 1.10 shall be August 1, 2014.

     SECTION 1.10 Closing Date. The Closing of this  transaction  shall be on or
before  September  30,  2014 in the offices of  Purchaser  at 10 am MDST or such
other time and place as the Parties may agree.

     SECTION 1.11 Closing  Statement.  Seller shall prepare and deliver to Buyer
an  accounting  statement  to be executed at Closing no later than two  business
days  prior to  Closing  that shall set forth the  adjustments  to the  Purchase
Price.

     SECTION 1.12 Effective Date  Production.  The Effective date shall be based
on the production date of August 1, 2014.



                                   ARTICLE TWO

                                 DUE DILIGENCE

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     SECTION 2.1 Review by Buyer. Buyer shall have reasonable access to Seller's
records  pertaining  to the Interest.  Should Buyer  discover a defect or as the
result of the review by counsel as provided in Section 1.06 discover that Seller
is unable to  deliver an Net  Revenue  Interest  as  provided  in  Section  1.01
Purchaser may terminate this Agreement without any liability hereunder.

                                  ARTICLE THREE

                 ASSUMPTION OF LIABILITIES AND INDEMNIFICATION.

     SECTION 3.1

     Abandonment  Obligations.  Buyer assumes and shall timely and fully satisfy
     Seller's share of the Abandonment Obligations (as defined below) associated
     with the Assets. As used herein,  the term "Abandonment  Obligations" shall
     mean  and  include  those  obligations,  defined  by  regulation  as of the
     Effective  Date,  associated  with and  liability  for (i) the plugging and
     abandonment of the Wells,  (ii) the removal of pipelines used in connection
     with the Wells, and (iii) the clearance, restoration and remediation of the
     surface and cleanup and complete  reclamation of the Leases associated with
     the Wells.


     SECTION 3.2

     Contract  Obligations.  In its  elections  and  for the  operations  of the
     Assets,  all on or after the Effective Date, Buyer shall observe and comply
     with all covenants, terms, and provisions, express or implied, contained in
     the Assumed  Contracts and Buyer shall assume and be responsible  for those
     express  obligations of Seller accruing under such Assumed  Contracts on or
     after the  Effective  Date.  Ifany  agreement  or contract  which is not an
     Assumed  Contract and which  materially  affects the value of the Assets is
     discovered by Buyer or brought to Buyer's  attention by a third party after
     Closing,  Seller and Buyer shall  negotiate  to resolve the  assignment  of
     rights and the assumption of obligations under such agreement or contract.

     SECTION 3.3

     Buyer 's General  Indemnification.  Buyer shall indemnify,  defend and hold
     Seller,  its  directors,   officers,  employees,  agents,  consultants  and
     representatives  and  affiliated or parent  companies and their  directors,
     officers,   employees,   agents,  consultants  and  representatives  (which
     additional  parties  are  hereinafter   collectively  referred  to  as  the
     "Seller's  Parties")  harmless  from  any and all  Claims  (as  hereinafter
     defined) arising out of, related to or connected with, directly or

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     indirectly,  Buyer's  ownership  or  operation  of the  Assets  or any part
     thereof  on or after the  Effective  Date (no  matter  when  asserted),  or
     arising  out of any of the  obligations  or  liabilities  assumed  by Buyer
     hereunder, including Claims relating to:

          a.   injury or death of any person whomsoever;

          b.   damages to or loss of any property or resources;

          c.   breach of contract;

          d.   common law causes of action such as negligence, strict liability,
               nuisance or trespass; or

          e.   fault imposed by law or otherwise.

     This indemnity and defense  obligations  applies  regardless of cause or of
     any negligent  acts or omissions of Seller or Seller's  Parties  (including
     sole  negligence,  concurrent  negligence or strict  liability of Seller or
     Seller's Parties).

     As used in any  provision  of  this  Agreement,  "Claims"  shall  mean  all
     liabilities,  losses, costs, damages, fees and expenses (including, without
     limitation,  expenses  associated with  investigation  of claims,  testing,
     assessment and remedial actions), penalties, fines, obligations, judgments,
     costs of investigation, attorney's fees, expert's fees and disbursements of
     any kind or of any nature whatsoever,  claims,  actions,  causes of action,
     demands,  filings,  investigations,  and all  costs  of any  administrative
     proceedings,  arbitrations,  settlements,  mediations, suits or other legal
     proceedings.

     SECTION 3.4

     Seller 's General Indemnification.  Seller shall indemnify, defend and hold
     Buyer, its directors,  officers,  employees, agents and representatives and
     affiliated or parent  companies (which  additional  parties are hereinafter
     collectively  referred to as the "Buyer's  Parties")  harmless from any and
     all Claims arising out of, related to, or connected with Seller's breach of
     any of its representations,  warranties,  covenants or agreements contained
     in this Agreement.

     SECTION 3.5

     Assumption and  Indemnification  of  Environmental  Risk and  Environmental
     Liabilities by Buyer.  At Closing,  Buyer shall assume full  responsibility
     for, and shall comply with and perform all  environmentally-related  duties
     and obligations with respect to the Assets for all periods of time, whether
     before or after the  Effective  Date and shall  indemnify,  defend and hold
     harmless  Seller and the  Seller's  Parties  from and  against  any and all
     Claims under any Environmental Law (hereafter  defined) with respect to the
     Assets for such time period. The term "Environmental Law" means

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     all  applicable  federal,  state and local laws in effect as of the Closing
     Date,  including  conunon  law,  relating to the  protection  of the public
     health, welfare and environment,  including, without limitation, those laws
     relating to the generation, storage, handling, use, processing,  treatment,
     transportation,   disposal   or  other   management   of  any   pollutants,
     contaminants,  toxins, or extremely hazardous substances, materials, wastes
     constituents, compounds or chemicals that are regulated by, or may form the
     basis of any liability, and such meaning does not include good or desirable
     operating  practices or standards  that may be employed or adopted by other
     oil and gas well operators or reconunended by any governmental authority.


                                  ARTICLE FOUR

                                 PROPERTY TAXES

     SECTION 4.1  Allocation  and Payment of Taxes.  All property and ad valorem
taxes  and  charges  imposed  on any of the  Assets  for a taxable  period  that
includes the  Effective  Date shall be prorated  among Buyer and Seller based on
the number of days that each party owns such Assets during such taxable  period;
and each party shall be responsible for its prorated share of such taxes. Seller
shall be responsible  for all oil and gas  production  taxes,  severance  taxes,
windfall  profits taxes,  and any other similar taxes applicable to Hydrocarbons
produced or drained from or attributable to the Leases or the Units prior to the
Effective Date, and Buyer shall be responsible for all such taxes  applicable to
Hydrocarbons produced or drained from or attributable to the Leases or the Units
on and after the Effective  Date.  Both of the parties  believe that the sale of
the Assets is one occasional  sale exempt from sales or use taxes.  In the event
that any such taxes would be assessed against the transaction, both parties will
cooperate in an attempt to eliminate or reduce such taxes.


                                  ARTICLE FIVE

                            MISCELLANOUS PROVISOINS

     SECTION 5.01 Power and Authority.  Each party represents hereby that it has
all  necessary  and  appropriate  authority to execute,  deliver and fulfill the
requirements imposed by this Agreement.

     SECTION  5.02  Relationship  of the  Parties.  It is not the  intention  or
purpose of the Parties to create  hereunder  any  partnership,  joint venture or
association relationship or the relationship of agency or employer and employee,
and  neither  this  Agreement  nor  any of the  operations  hereunder  shall  be
construed as creating any such relationship.

     SECTION 5.03 Litigation; Compliance with Laws

     Seller  represents  that  there  are:  (i)  no  claims,   actions,   suits,
investigations or proceedings pending or, to the knowledge of Seller, threatened
against, relating to or affecting Seller, the

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Interest,  or that  effect  the  execution  delivery  of this  Agreement  or the
consummation of the transactions contemplated hereby.

     SECTION 5.04 Tax Matters

     No   representation  is  made  with  respect  to  the  taxability  of  this
transaction.

     SECTION 5. 05 Notices

     All notices, requests and other communications to any party hereunder shall
be in writing  and shall be deemed  given or made as of the date  delivered,  if
delivered  personally or by e-mail,  one day after being  delivered by overnight
courier  or three  days after  being  mailed by  registered  or  certified  mail
(postage  prepaid,  return receipt  requested),  to the parties at the following
addresses:

           if to TEREX to:           TEREX ENERGY CORPORATION
                                     555 Eldorado Blvd., Suite 150
                                     Broomfield, CO 80021

           if to Sellers to:         Allen Heim or Pamela Heim
                                     411 South Myrtle
                                     Kimball, Nebraska 69145
                                     and
                                     Marlin C. Heim PO Box 2300
                                     Anchorage, Alaska 99523

or such other address or e-mail address as such party may hereafter  specify for
the purpose by notice to the other party hereto.

     SECTION 5.06 Amendment; Waiver

     This  Agreement may be amended,  modified or  supplemented,  and waivers or
consents to departures  from the provisions  hereof may be given,  provided that
the same are in writing and signed by or on behalf of the parties hereto.

     SECTION 5. 07 Successors and Assigns

     The  provisions  of this  Agreement  shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns,
provided that no party shall assign,  delegate or otherwise  transfer any of its
rights or obligations  under this Agreement  without the written  consent of the
other party hereto.

     SECTION 5.08 Governing Law

     This  Agreement  shall be construed in accordance  with and governed by the
law of the State of Colorado without regard to principles of conflict of laws.

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     SECTION 5.09 Waiver of Jury Trial

     Each party hereto hereby irrevocably and unconditionaily  waives any rights
to a trial  by jury in any  legal  action  or  proceeding  in  relation  to this
Agreement and for any counterclaim therein.

     SECTION 5.10 Consent to Jurisdiction

     Each of the Parties hereby irrevocably and  unconditionally  submits to the
exclusive  jurisdiction  of any court of the State of  Colorado  or any  federal
court sitting in Colorado for purposes of any suit,  action or other  proceeding
arising out of this Agreement and the  Transaction  Documents (and agrees not to
commence any action,  suit or proceedings  relating  hereto or thereto except in
such courts).  Each of the Parties agrees that service of any process,  summons,
notice or  document  pursuant  to the laws of the State of  Colorado  and on the
parties  designated  in Section 6 shall be effective  service of process for any
action, suit or proceeding brought against it in any such court.

     SECTION 5.11 Counterparts; Effectiveness

     Facsimile   transmissions   of  any  executed   original   document  and/or
retransmission of any executed facsimile  transmission shall be deemed to be the
same as the delivery of an executed  original.  This  Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto and hereto were upon the same instrument.

     SECTION  5.12 Entire  Agreement;  No Third Party  Beneficiaries;  Rights of
Ownership

     Except  as  expressly  provided  herein,  this  Agreement   (including  the
documents  and  the  instruments  referred  to  herein)  constitute  the  entire
agreement and supersede all prior  agreements and  understandings,  both written
and oral, among the parties with respect to the subject matter hereof. Except as
expressly  provided  herein,  this  Agreement is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

     SECTION 5.13 Headings

     The headings  contained in this  Agreement are for reference  purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.

     SECITON 5.14 No Strict Construction

     The  parties  hereto  have  participated  jointly  in the  negotiation  and
drafting of this  Agreement.  In the event an ambiguity or question of intent or
interpretation  arises under any  provision of this  Agreement,  this  Agreement
shall  be  construed  as if  drafted  jointly  by the  parties  thereto,  and no
presumption or burden of proof shall arise favoring or disfavoring  any party by
virtue of the authorship of any of the provisions of this Agreement.


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     SECTION 5.15 Severability

     If any term or other  provision of this  Agreement  is invalid,  illegal or
unenforceable, all other provisions of this Agreement shall remain in full force
and  effect  so long as the  economic  or legal  substance  of the  transactions
contemplated  hereby is not affected in a manner that is  materially  adverse to
any party.

     SECTION 5.16 Survival of representations and warranties.

     None of the representations and warranties of the parties set forth in this
Agreement shall survive the Closing.  Following the Closing Date with respect to
any  particular  representation  or  warranty,  no party  hereto  shall have any
further liability with respect to such representation and warranty.  None of the
covenants,  agreements  and  obligations of the parties hereto shall survive the
Closing.

     IN WITNESS  WHEREOF,  the parties hereto have caused this Purchase and Sale
Agreement to be duly executed as of the day and year first above written.




                                                 TEREX ENERGY CORPORATION
                                                 a Colorado Corporation
                                                 Purchaser

                                                 By:/s/ Donald Walford

                                                 Title: CEO


                                                 SELLERS


                                                 /s/ Allen Heim
                                                 Allen Heim

                                                 /s/ Pamela Heim
                                                 Pamela Heim

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                                                 /s/ Marlin C. Heim
                                                 Marlin C. Heim










































                                   EXHIBIT A

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                                    EXHIBIT B

                       Form of Assignment and Bill of Sale

     THIS ASSIGNMENT AND BILL OF SALE  ("Assignment")  dated September 30, 2014,
but effective from and after 7:00 a.m.,  September 1, 2014 (said latter date and
time hereinafter  referred to as the "Effective  Date"), is by and between Allen
Heim, Pamela Heim and Marlin C. Heim ("Assignor") and Terex Energy  Corporation,
a  Colorado  Corporation,  having an office at 555  Eldorado  Blvd.  Suite  150,
Broomfield, Colorado 80021 ( "Assignee").



                              W I T N E S S E T H:

     Conveyance. For and in consideration of the sum of One Hundred and No/ I 00
dollars  ($100.00),  cash  in  hand  paid,  and  other  valuable  consideration,
including the  assumption  by Assignee of certain  obligations  and  liabilities
described in that certain  Purchase and Sale Agreement dated as of September 20,
2014, by and between Assignor,  as Seller, and Assignee, as Buyer ("Purchase and
Sale Agreement"),  the receipt and sufficiency of which are hereby acknowledged,
Assignor,  subject to said Purchase and Sale Agreement  (which Purchase and Sale
Agreement is  incorporated  herein by reference for all  purposes),  does hereby
sell,  transfer,  assign,  convey,  set over and deliver unto Assignee  (without
warranty of any kind,  express or implied,  except that  Assignor  shall warrant
title to Assignee as to the Assets (as defined below),  and in particular to the
working  interests  and net revenue  interests  shown on Exhibit A,  against the
claims  of all  persons  claiming  an  interest  therein  by,  through  or under
Assignor,  hereinafter called the "Special Warranty"),  with subrogation against
Assignor's  predecessors in title,  excluding  Affiliates,  subject to the terms
hereof,  all of Assignor's  rights,  title and interests in and to the following
(collectively, the "Assets"):



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     The oil and gas leases,  mineral executive  interests,  contractual rights,
rights to explore,  produce and  develop,  rights to drain,  wellbore  interests
and/or properties set forth in Exhibit A and further  including,  if applicable,
all  renewals  and   extensions  of  those  leases  and  all  leases  issued  in
substitution therefore (any such rights or interests collectively referred to as
the "Leases").

     Any unitization,  pooling and/or communitization agreements,  declarations,
designations or orders relating to the Leases and all of Assignor's  interest in
and  to  the  properties   covered  or  units  created  thereby  to  the  extent
attributable to the Leases (collectively, the "Units").

     All oil and gas wells, salt water disposal wells, injection wells and other
wells located on affecting or draining any of the Leases, within the Units or as
listed on Exhibit A (collectively, the "Wells").

     All  structures,   facilities,   foundations,   wellheads,   tanks,  pumps,
compressors,   separators,   heater  treaters,   valves,  fittings,   equipment,
machinery,  fixtures,  flowlines,  pipelines,  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 or the Units (the "Facilities").

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

     To  the  extent  transferable,   all  contracts,  permits,   rights-of-way,
easements, licenses, servitudes,  transportation agreements, pooling agreements,
operating  agreements,  gas balancing  agreements,  participation and processing
agreements,  confidentiality  agreements,  side letter  agreements and any other
agreement,  document  or  instrument  listed on  Exhibit A INSOFAR  ONLY as they
directly relate and are attributable to the Leases, Units, Wells,  Hydrocarbons,
or Facilities or the  contractual  and wellbore rights thereon or therein or the
ownership or operation  thereof,  or the  production,  treatment,  non-regulated
transportation,  gathering,  marketing,  sale,  processing,  handling  disposal,
storage or  transportation  of  hydrocarbons,  water,  or substances  associated
therewith (the "Assumed Contracts").

     Records  relating  to  the  Leases,  Units,  Wells,  Hydrocarbons,  Assumed
Contracts and  Facilities in the  possession  of Assignor  (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

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any records which (A) Assignor is prohibited  from  transferring  to Assignee by
law or  existing  contractual  relationship,  or which (B)  constitute  Excluded
Assets (as hereinafter defined in Section 2)

     Exclusions and Reservations:  Specifically  excepted and reserved from this
Assignment are the following, hereinafter referred to as the "Excluded Assets":

     Assignor's reserve estimates,  economic analyses,  pricing forecasts, legal
files or opinions (except  abstracts of title,  title opinions,  certificates of
title,  or  title  curative   documents  as  provided  in  Section  l.g  above),
attorney-client  communications  or  attorney  work  product,  and  records  and
documents subject to  confidentiality  provisions,  claims of privilege or other
restrictions on access.

     All corporate,  financial, and tax records of Assignor;  however,  Assignor
shall  furnish  Assignee  with copies of any  financial  and tax  records  which
directly relate to the Assets, or which are necessary for Assignee's  ownership,
administration,  or operation  of the Assets upon  receipt of a written  request
from Assignee indicating its desire to obtain copies, and the purpose for same.

     All oil,  gas and other  liquid or gaseous  hydrocarbons  produced  from or
attributable  to  Assignor's  interest in the Assets with respect to all periods
prior to the  Effective  Date,  together with all proceeds from the sale of such
hydrocarbons.

     Claims of Assignor for refund of or loss carry forwards with respect to (i)
production,   windfall  profit,   severance,  ad  valorem  or  any  other  taxes
attributable  to the Assets for any period  prior to the  Effective  Date,  (ii)
income or franchise taxes.

     All amounts due or payable to Assignor as  adjustments or refunds under any
contracts or agreements  affecting the Assets,  with respect to periods prior to
the  Effective  Date,  specifically  including,   without  limitation,   amounts
recoverable  from audits under  operating  agreements  and any  overpayments  of
royalties.

     Subject to the terms  hereof,  all monies,  proceeds,  benefits,  receipts,
credits,   income  or  revenues  (and  any  security  or  other  deposits  made)
attributable to the Assets or the operation thereof prior to the Effective Date.

     All Assignor's patents, trade secrets, copyrights, names, marks and logos.

     Assignor's  service  agreements  and charter party  agreements,  storage or
warehouse   agreements,   supplier  contracts,   service  contracts,   insurance
contracts, and construction agreements.

     TO HAVE AND TO HOLD the Assets unto  Assignee,  its  successors and assigns
forever,  subject to the terms, conditions and reservations set forth herein, in
the Leases,  the Units,  the Assumed  Contracts,  and in the  Purchase  and Sale
Agreement.

     Purchase  and  Sale  Agreement.  This  Assignment  is made  subject  to the
unrecorded Purchase and Sale Agreement.  Any term used herein and not defined in


                                      -15-
<PAGE>
this  Assignment  shall  have the Assets are not  reduced or  diminished  in any
manner by the terms of the Purchase and Sale Agreement.

     IN WITNESS  WHEREOF,  this  Assignment  is executed  by the parties  hereto
before the undersigned competent witnesses,  as of the dates acknowledged below,
but effective the first day of September 2014.

Witnesses:                              ASSIGNOR:


                                        /s/ Allen Heim
                                        ------------------------------
                                        Allen Heim


                                        /s/ Pamela Heim
                                        ------------------------------
                                        Pamela Heim


                                        /s/ Marlin C. Heim
                                        ------------------------------
                                        Marlin C. Heim


STATE OF COLORADO       )
                        )
COUNTY OF BROOMFIELD    )

     I, the undersigned,  a Notary Public,  in and for said County, in the State
aforesaid,  do hereby certify that Allen Heim  personally  known to me to be the
same person  whose name is  subscribed  to the  foregoing  instrument,  appeared
before me this day in person, and acknowledge that Allen Heim signed, sealed and
delivered  the said  instrument as _____ free and voluntary act for the uses and
purposes therein set forth.

     Given under my hand and seal this 19th day of November, 2014.


        SEAL:                           /s/ Nancy Moore
                                        ----------------------------------



                                      -16-
<PAGE>

STATE OF COLORADO       )
                        )
COUNTY OF BROOMFIELD    )

     I, the undersigned,  a Notary Public,  in and for said County, in the State
aforesaid,  do hereby certify that Pamela Heim personally  known to me to be the
same person  whose name is  subscribed  to the  foregoing  instrument,  appeared
before me this day in person,  and acknowledge that Pam Heim signed,  sealed and
delivered  the said  instrument as _____ free and voluntary act for the uses and
purposes therein set forth.

     Given under my hand and seal this 19th day of November, 2014.


        SEAL:                           /s/ Nancy Moore
                                        ----------------------------------



STATE OF ALASKA                 )
                                )
COUNTY OF 3RD JUDICIAL DIST.    )

     I, the undersigned,  a Notary Public,  in and for said County, in the State
aforesaid,  do hereby certify that Marlin C. Heim  personally  known to me to be
the same person whose name is subscribed to the foregoing  instrument,  appeared
before  me this day in  person,  and  acknowledge  that he  signed,  sealed  and
delivered  the said  instrument  as he free and  voluntary  act for the uses and
purposes therein set forth.


                                      -17-
<PAGE>

Given under my hand and seal this 13 day of January 2015.


        SEAL:                            /s/ E. Quintanilla
                                         ------------------------------










































                                      -18-