EXHIBIT 10-2

                           LEASE ASSIGNMENT AGREEMENT



    THE STATE OF TEXAS              )(
                                    ){  KNOW ALL MEN BY THESE PRESENTS:
    COUNTY OF CALHOUN               )(



         WHEREAS,  JAMES T. ROCHE,  whose address is 5901 Highland  Hills Trail,
Austin,  Texas  78731,  is named as Lessee in those  certain  Oil and Gas Leases
described  in Exhibit  "A"  attached  hereto,  said Oil and Gas Leases  covering
1,571-5  acres,  more  or  less  in  Calhoun  County,   Texas,  and  being  more
particularly described as follows:


         TRACT ONE: Being all of the ISAAC W. BOONE SURVEY No, 15,  Abstract No.
         56, Calhoun County, Texas, containing  approximately 801.26 acres, more
         or less,  and being a part of that  certain land  described  in a Deed
         dated July 15, 1949,  Edwin Hawes,  Jr., et al to George Rust Hawes, as
         recorded in Volume 70, Page 209, Deed Records of Calhoun County, Texas;
         and


         TRACT TWO: Being all of the ISAAC W. BOONE SURVEY No. 16,  Abstract No.
         57, Calhoun County, Texas, containing  approximately 770.24 acres, more
         or less,  and being the same land  described in that certain Deed dated
         July 15,  1949,  Edwin  Hawes,  Jr.,  et al to George  Rust  Hawes,  as
         recorded  in Volume 70,  Page 211,  Deed  Records  of  Calhoun  County,
         Texas,-

         AND  WHEREAS,  the said  JAMES T.  ROCHE,  is  desirous  of  assigning,
selling, transferring and conveying unto PETROGEN, INC., a Colorado Corporation,
whose address is 366 W. 10th,  Vancouver,  British Columbia  V5Y153,  all of his
interest in and to the above leases,  reserving unto himself,  and his heirs and
assigns an overriding  royalty interest equal to two and one-half percent (2.5%)
of eight-eighths;


         NOW THEREFORE,  KNOW ALL MEN BY THESE PRESENTS:  That I, JAMES T. ROCHE
(hereinafter  referred  to as  "ASSIGNOR"),  in  consideration  of  Ten  Dollars
($10.00) and other valuable  consideration paid by PETROGEN,  INC.  (hereinafter
referred to as "ASSIGNEE"),  and in  consideration  of the further sums of (a) a
floating charge debenture of issue date May 20, 2002,  issued by Assignee in the
name of Assignor in. the aggregate amount of $75,000.00(US)  bearing interest at
15% per annum,  with  principal  and  interest  coming due on or before May 20 ,
2003; and (b) the issuance of 75,000 shares of the common stock of Assignor, the
receipt of which is hereby  acknowledged,  have Granted,  Sold,  Transferred and
Assigned  and by these  presents  do Grant,  Sell,  Transfer,  and  Assign  unto
ASSIGNEE,  subject to the exceptions and reservations set forth below, all of my
undivided interest in and to the above described Oil and Gas Leases.


<PAGE>


         As  further  consideration  for this  Assignment,  ASSIGNEE  agrees  to
indemnify,  defend and hold ASSIGNOR and his property free and harmless from all
claims, liability,  loss, damages or expense arising under the leases, resulting
from ASSIGNEE'S performance under this Assignment,  ASSIGNEE'S occupation of any
part of the real property covered thereby,  the exploration for or extraction by
ASSIGNEE of any oil, gas or other  hydrocarbon  substances,  and/or the plugging
and abandoning of any wells hereafter located thereon.

         Absent the  express  written  acceptance  by  ASSIGNOR,  no release and
surrender shall in any way re-assign to ASSIGNOR, or act to relieve ASSIGNEE, in
whole or in part,  of any of  ASSIGNEE'S  obligations  owing by  virtue  of this
Assignment,  under  the  above  Oil and Gas  Leases,  or  under  the  rules  and
regulations of the State of Texas and/or the Texas Railroad  Commission prior to
or as of the date of surrender,  including but not limited to the  obligation of
ASSIGNEE to plug and abandon any wells and to conduct clean up operations on the
lands covered by this  Assignment-Assignor  reserves unto himself, his heirs and
assigns,  an  overriding  royalty  (free and  clear of all  costs  and  expenses
whatsoever of exploring,  developing,  and operating,  and except for ad valorem
taxes, gross production taxes, severance taxes, and other taxes levied upon such
overriding  royalty or the  production  attributable  thereto)  equal to two and
one-half percent (2.5%) of eight-eighths  (8/8ths) of all the oil, gas and other
minerals that may be produced, saved and marketed under and by virtue of the oil
and gas leases described in Exhibit "A" attached hereto;  provided however, that
if such  leases  cover less than the entire  mineral fee estate in and under the
lands which are described in such leases, the overriding royalty interest herein
reserved shall be proportionately reduced.

         It is  understood  and agreed that this  assignment is made without any
warranty,  express or implied  whatsoever,  EXCEPT THAT Assignor does  expressly
warrant  that the  interests  transferred  are free of all  liens  and  security
interests  created by Assignor  and that  Assignor has the right to execute this
Assignment without the joinder or consent of any other person.


         It is understood and agreed that Assignee  shall be solely  responsible
for all  bonus  money,  royalties,  including  overriding  royalties,  and delay
rentals  that  are now or  hereafter  become  due  and  payable.  It is  further
understood and agreed that this  agreement  shall inure to the benefit of and be
binding upon the heirs,  executors,  representatives,  successors and assigns of
Assignor and Assignee .


         This  Lease  Assignment  Agreement  is also  subject  to the  terms and
conditions set forth in the Addendum attached hereto as Exhibit "B".



<PAGE>


         Executed this 20th DAY OF MAY, 2002.



ASSIGNOR:

/s/ JAMES T. ROCHE
---------------------------
    James T. Roche



ACCEPTED AS SET FORTH ABOVE:

PETROGEN, INC.

BY:  /s/SACHA SPINDLER
   ------------------------
ITS:  President


<PAGE>


THE  STATE OF TEXAS   ss.
                      ss.
COUNTY OF TRAVIS      ss.

<PAGE>

This instrument was acknowledged before me on the 22 day of May, 2002, by James
T. Roche.

Notary's commission expires:            /s/ WESLEY G. RITCHIE
                                        ------------------------------
                                        NOTARY PUBLIC, State of Texas
                                        Notary's name (printed):

                                        ------------------------------

                                        [Notary Seal Goes Here]
                                        Wesley G. Ritchie
                                        Notary Public
                                        State of Texas
                                        Comm. Exp. 05-08-2005


<PAGE>

                      ss.
                      ss.
                      ss.

This instrument was acknowledged before me on the 23 day of May, 2002, by
Sacha Spindler, President of Petrogen, Inc., a Colorado Corporation, on behalf
of said corporation.

Notary's commision
expires:                                /s/ JULIEN A DAWSON
                                        ----------------------
On death or dishonor                    NOTARY PUBLIC
--------------------------              Notary's name (printed):

                                        JULIEN A DAWSON
                                        BARRISTER & SOLICITOR
                                        SUITE 2550-555 WEST HASTINGS STREET
                                        VANCOUVER, B.C.
                                        V6B 4N5


<PAGE>


                                   EXHIBIT "A"
                               Oil and Gas Leases





         1. Oil and Gas  Lease  from  Mary Jo  Cooper  to James T.  Roche  dated
October 10, 2001.


         2. Oil and Gas Lease  from  Harry  Hutchison  to James T.  Roche  dated
October 8,2001.


         3. Oil and Gas Lease from  Evelyn J.  Bearden  to James X. Roche  dated
October 15, 2001.


         4. Oil and Gas Lease from Joe Terry  Prasifka  to James T. Roche  dated
October 15, 2001.


         5. Oil and Gas Lease from Madeline J. Broughton to James T. Roche dated
October 15, 2001.


         6. Oil and Gas Lease from  Carrie Mae  Weakley to James T. Roche  dated
October 23, 2001.


         7. Oil and Gas Lease  from Prank L.  Jurecka  to James T.  Roche  dated
October 30, 2001.


         8. Oil and Gas  Lease  from  Claudia  J. Webb to James T.  Roche  dated
October 2 3r 2001.

         9. Oil and Gas Lease from Nolie Tiedt to James T. Roche  dated  October
24, 2001.


         10.  Oil and Gas Lease  from  Harry  Wecheta  to James T.  Roche  dated
October 24, 2001.

         11. Oil and Gas Lease  from  Charles L.  Jurecka  James T. Roche  dated
October 2, 2001.

         12. Oil and Gas Lease from  Carrie Mae  Jurecka to James T. Roche dated
October 29, 2001.

         13. Oil and Gas Lease from  Frankie D.  Higdon to James T. Roche  dated
October 31, 2001.

         14. Oil and Gas Lease from Estate of Emily P. Hawes,  Deceased,  by and
through William A. Cline,, Sr., and Johnny Veselka,  Independent  Co-Executor s,
to James T. Roche dated October 31, 2001.



<PAGE>


                                    EXHIBIT B

                     Addendum to Lease Assignment Agreement


         For a period of five (5) years from the latest  expiration  date of the
leases herein assigned,  it is further understood and agreed that Assignee shall
assign to Assignor the same 2.5% overriding  royalty as is described above under
any and all  oil and gas  leases  acquired  by  Assignee  or in  which  Assignee
acquires an interest,  and which cover all or any portion of the above described
lands, lands lying adjacent thereto, and/or lands located on Matagorda Island.

         Assignee  has up to ninety  (90)  days from the date  hereof to pay the
Lessors  named in the  Exhibit  "A"  leases the bonus  money due  thereon in the
amount of $30.00{US)  per acre, for an aggregate  amount of  $47,145.00.  If the
bonus money is not timely paid,  then in the absence of any other  agreement and
at the  Assignor's  request,  the leases will be reassigned to Assignor free and
clear of any additional burdens or encumbrances.

         In the  event  that  Assignee  does  not  timely  pay the  bonus  money
described above,  then in the absence of any other agreement the floating charge
debenture  issued  as part  of the  consideration  for  this  Agreement  will be
cancelled upon receipt by Assignor of $15,000(US) paid by Assignee as a back-out
penalty.


         Assignor agrees to provide  Assignee with all information in Assignor's
possession  regarding the Exhibit "A" leases and the property described therein,
and  to  cooperate  with  Assignee  in the  conduct  of its  due  diligence  and
development of the property and leases.

         Assignor and Assignee  agree to employ good faith,  due  diligence  and
best efforts in the  performance  of this  Agreement,  and to execute such other
documents as may be reasonably  required to confirm the agreement of the parties
and to obtain the mutual benefits contemplated by this Agreement.