EXHIBIT 10.7

                          ASSIGNMENT AND BILL OF SALE

<PAGE>
                           ASSIGNMENT AND BILL OF SALE
                          -----------------------------

     THIS  ASSIGNMENT AND BILL OF SALE  ("Assignment ") dated November 20, 2014,
but  effective  from and after 7:00 a.m.,  October 1, 2014 (said latter date and
time  hereinafter  referred to as the "Effective  Date"),  is by and between Hot
Springs  Resources,  LTD a Wyoming  corporation  and  Marschat  Minerals  LLC, a
Wyoming  limited  liability  company,  both having an offices in Casper  Wyoming
("Assignor") and Terex Energy  Corporation,  a Colorado  corporation,  having an
office at 520 Zang Blvd. Broomfield, Colorado 80021 ( "Assignee").

                              W I T N E S S E T H:

1.   Conveyance.  For and in  consideration of the sum of One Hundred and No/100
     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 September 30,
     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"):

     a.   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").

     b.   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").

     c.   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").

     d.   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,


                         #982615                        NATRONA COUNTY CLERK, WY
                                                    Renea Vitto     Recorded: JF
                                                        Nov 24, 2014 10:19:53 AM
                                                           Pages 10  Fee: $42.00
                                                        NOONAN LAND SERVICES INC

                                      -1-
<PAGE>
          marketing,  sale,  processing,  handling or disposal of  hydrocarbons,
          water, and associated substances produced from the Leases or the Units
          (the "Facilities") .

     e.   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").

     f.   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").

     g.   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  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)

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

     a.   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.

     b.   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.

                                      -2-
<PAGE>

     c.   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.

     d.   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.

     e.   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.

     f.   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.

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

     h.   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.

3.   Purchase  and  Sale  Agreement.  This  Assignment  is made  subject  to the
     unrecorded  Purchase  and Sale  Agreement.  Any term  used  herein  and not
     defined in this Assignment shall have the definition or meaning given to it
     in the Purchase and Sale  Agreement.  The Purchase and Sale Agreement shall
     be binding  on and inure for the  benefit of the  rightful  successors  and
     pennitted assigns of the Assignor and Assignee.

4.   Assumption  of  Obligations.  Subject to the terms of the Purchase and Sale
     Agreement, in its elections and for the operations of the Assets, all after
     the effective  date,  Assignee shall observe and comply with all covenants,
     terms,  and  provisions,  express  or  implied,  contained  in the  Assumed
     Contracts and Assignee  shall assume and be  responsible  for those express
     obligations of Assignor  accruing under such Assumed  Contracts on or after
     the Effective Date.

5.   Abandonment  Obligations.  As additional  consideration for the sale of the
     Assets, Assignee shall assume and timely and fully satisfy Assignor's share
     of the  Abandonment  Obligations  (as defined  below)  associated  with the
     Wells. 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 Assets,
     and (iii) the  clearance,  restoration  and  remediation of the surface and
     cleanup and complete reclamation of the Leases associated with the Wells.

                                      -3-
<PAGE>

6.   Entire  Agreement.  This  Assignment  along  with  the  Purchase  and  Sale
     Agreement constitute the entire understanding between Assignor and Assignee
     with regard to the subject matter hereof, superseding all prior statements,
     representations, discussions, agreements and understandings.

7.   Conflicts.  In case of any conflict between the terms and provisions of the
     Purchase  and  Sale   Agreement  and  the  terms  and  provisions  of  this
     Assignment,  the terms and  provisions  of the Purchase and Sale  Agreement
     shall prevail.  Notwithstanding the foregoing,  third parties may rely upon
     this  Assignment for the description of the Assets  conveyed,  which Assets
     are not reduced or diminished inany 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 October, 2014.

Witnesses:                              ASSIGNOR:
                                        Hot Springs Resources, LTD

/s/ Jon C. Nicolaysen                   BY: /s/ Bob Dungan
------------------------------          ---------------------------
Signature                               Bob Dungan, President
                                        Hot Springs

                                        Merschat Minerals LLC

                                        By: /s/
                                        ---------------------------
                                        Managing Member

Witnesses:                              ASSIGNEE:
                                        Terex Energy Corporation

W. Edward Nichols
------------------------------
Printed Name:
                                        By: /s/ Donald Walford
                                        ---------------------------
                                        CEO
/s/ W. Edward Nichols
------------------------------

                                        Assignee's Address:
                                        520 Zang Street
                                        Broomfield, CO  80021

                                      -4-
<PAGE>

STATE OF WYOMING

COUNTY OF NATRONA

     On this 20th day of November,  2014,  before me appeared Robert Dungan,  to
me, a Notary Public,  personally  known, who being by me duly sworn did say that
he is the President of Hot Springs  Resources  LTD, a Wyoming  Corporation,  and
that said instrument was signed on behalf of said  corporation,  by authority of
governing  authorization,  and said appearer  acknowledged  that he executed the
same as the free act and deed of said corporation.

     IN WITNESS  WHEREOF,  I have  hereunto set my official hand and seal on the
date hereinabove written.


SEAL                                    /s/ Deborah J. May
                                        ---------------------------
                                        Notary Public in and for the
                                        State of Wyoming


STATE OF WYOMING

COUNTY OF NATRONA

     On this 20th day of November,  2014, before me appeared Walter Merschat, to
me, a Notary Public,  personally  known, who being by me duly sworn did say that
he is the Managing Member of Merschat  Minerals LLC, a Wyoming limited liability
corporation,  and that said instrument was signed on behalf of said corporation,
by authority of governing authorization,  and said appearer acknowledged that he
executed the same as the free act and deed of said corporation.

     IN WITNESS  WHEREOF,  I have  hereunto set my official hand and seal on the
date hereinabove written.


SEAL                                    /s/ Deborah J. May
                                        ---------------------------
                                        Notary Public in and for the
                                        State of Wyoming

                                      -5-
<PAGE>

STATE OF COLORADO

COUNTY OF BROOMFIELD


     On this 3rd day of November,  2014,  before me appeared Donald Walford , to
me, a Notary Public,  personally  known, who being by me duly sworn did say that
he is the CEO of Terex Energy Corporation, a Colorado corporation, and that said
instrument  was  signed in  behalf  of said  corporation,  by  authority  of its
governing  authorization,  and said appearer  acknowledged  that he executed the
same as the free act and deed of said corporation.

     IN WITNESS  WHEREOF,  I have  hereunto set my official hand and seal on the
date hereinabove written.


SEAL                                    /s/ Nancy Moore
                                        ------------------------------
                                        Notary Public in and for the
                                        State of Colorado




                                   EXHIBIT A

                                      -6-
<PAGE>
                                  EXHIBIT "A-1"

      ATTACHED TO THE PURCHASE AND SALE AGREEMENT DATED SEPTEMBER 30, 2014,
        BETWEEN HOT SPRINGS RESOURCES, LTD AND MERSCHAT MINERALS, LLC, AS
                 SELLERS AND TEREX ENERGY CORPORATION, AS BUYER

                         LEASES INSIDE BURKE RANCH UNIT

      THE NET REVENUE INTERST (INSIDE BURKE RANCH UNIT) TO BE DELIVERED TO
                     TEREX ENERGY COPORATION SHALL BE 79.25%

                                 FEDERAL LEASES

  Lease        Effective  Lease                 Land                     Gross
  Number          Date    Status            Description                  Acres
-------------  ---------- ------  ------------------------------------ ---------
WYW-002045      11/1/1950   HU    T37N, R78W                               80.00
                                  Sec.   8: SWNW, SWSE

WYW-002046A     11/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 8: W/2SW

WYW-100546      11/1/1950   HU    T37N, R78N                               76.97
                                  Sec. 7: Lot 3, NESW

WYC-0081317D    11/1/1950   HU    T37N, R78W                              273.59
                                  Sec. 7: Lots 1, 2,E/2NW, W/2SE, NESE

WYC-0081317B    11/1/1950   HU    T37N, R78W                              277.08
                                  Sec. 7: Lot 4, SESW
                                  T37N, R79W
                                  Sec. 12:  E/2E/2, NWSE

WYW-002118C     12/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 17:  N/2SW

WYC-0068674      3/1/1948   HU    T37N, R78W                               40.00
                                  Sec. 17: NENE

WYW-0002046     11/1/1950   HU    T37N, R78W                              320.00
                                  Sec. 7: NE
                                  Sec. 8: E/2SW
                                  Sec. 17: N/2NW

WYC-0082253A    11/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 18: SENE
                                  T37N, R79W
                                  Sec. 13: NWNE

WYC-0081316B     7/1/1950   HU    T37N, R79W                               40.00
                                  Sec. 12: SWSE

WYW-0004997B     3/1/1951   HU    T37N, R78W                               40.00
                                  Sec. 17: NWNE

WYVV-0002118    12/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 17: N/2SE
                                                                     -----------
                                                         TOTAL ACRES    1,467.64

                                   Page 1 of 2
<PAGE>

                                   FEE LEASES

                             INSIDE BURKE RANCH UNIT

                             Land                       Gross       Effective
       Lessor              Description                  Acres          Date
------------------------  ---------------------------  -------    ------------
William J Burke, et ux     T37N, R78W                   80.00       3/25/1954
                           Sec.  7: SESE
                           Sec. 18: NENE

Teapot Sheep Company       T37N, R78W                  120.00       9/12/1950
                           Sec. 17: S/2NW, SWNE

Joseph M. Wimsatt          T37N, R78W                  197.22       2/18/1950
                           Sec. 18: Lot 1,NENW, W/2NE

                           T37N, R79W
                           Sec. 13: NENE

Teapot Sheep Company       T37N, R78W                   40.00       9/12/1950
                           Sec. 17: SENE

                                                      --------
                              TOTAL ACRES              437.22














                                  Page 2 of 2
<PAGE>
                                  EXHIBIT "A-2"

                         LEASES OUTSIDE BURKE RANCH UNIT

      THE NET REVENUE INTERST (OUTSIDE BURKE RANCH UNIT) TO BE DELIVERED TO
                     TEREX ENERGY COPORATION SHALL BE 80.00%

                                   FJEDElRAL LEASES

    Lease                   Legal                       Gross   Expiration
   Number                Description                    Acres      Date      NRI
------------   -------------------------------------    ------  ----------  ----
WYW-172996     T37N, R78W                                76.62  7/31/2016    80
               Sec. 6: Lot 7, SESW

WYW-172997     T37N, R78W                               275.30  7/31/2016    80
               Sec. 18: Lots 3, 4, SESW, SE

WYW-172999     T37N, R79W                                       7/31/2016    80
               Sec.  1: Lots 1, 2, 3, 4, S/2N/2, SW     448.70
               Sec.  2: Lots 1, 2, 3, 4, S/2NE, SWNW    276.40
               Sec. 12: NW                              160.00
               Sec. 13: NESW, SE                        200.00

WYW-173000     T37N, R79W                                       7/31/2016    80
               Sec. 14: E/2NE, W/2                      400.00

WYW-174754     T37N, R78W                                       9/30/2017    80
               Sec. 8: NWSE                              40.00

WYW-174758     T37N, R79W                                       9/30/2017    80
               Sec.  2:  SENW                            40.00
               Sec. 12: W/2NE                            80.00

WYW-176541     T37N, R78W                                        8/1/2020    80
               Sec. 15: S/2NW,NWSW                      120.00
               Sec. 17: SWSE                             40.00
WYW-177364     T37N, R78W                                       11/1/2020    80
            ---------------------
                Sec. 17:  S/2SW                          80.00
                                                      --------
                                          TOTAL ACRES 2,237.02







                                  Page 1 of 2
<PAGE>
                                   FEE LEASES
                                    OUTSIDE
                                BURKE RANCH UNIT

                             Land               Gross      Expiration
   Lessor                 Description           Acres         Date        NRI
--------------------     --------------------- --------   ------------   ----
Bantry Bay, LLC          T37N, R79W             360.00      1/10/2016     80
                         Sec. 13: W/2SW, SESW
                         Sec. 14: W/2NE, SE

Buduwawi, Ltd            T37N, R79W             240.00      11/12/2015    80
                         Sec. 14: W/2NE, SE
                                               --------
                                TOTAL ACRES     600.00



                                   STATE LEASE
                                  OUTSIDE BURKE
                                   RANCH UNIT

                             Land               Gross      Expiration
   Lessor                 Description           Acres         Date        NRI
--------------------     --------------------- --------   ------------   ----

14-00097                  T37N, R78W            40.00       6/2/2019      80
                          Sec. 9:  NESW

14-00098                  T37N, R78W            40.00        6/2/2019     80
                          Sec. 16: NWNE
                                               --------
                                TOTAL ACRES     80.00




   TOTAL ACRES INSIDE UNIT:                   1,904.86
   TOTAL ACRES OUTSIDE UNIT:                  2,917.02
                                              --------
   TOTAL ACRES:                               4,821.88









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