Exhibit 10.2


    ASSIGNMENT
      AGREEMENT

    


    THIS
      AGREEMENT
      is made
      effective as of this 21 st day of February, 2006

    


    BETWEEN:

     

    0743608
      B.C. Ltd.,
      a
      corporation incorporated in the 

    Province
      of British Columbia, having a business office in the City of

    Kelowna,
      British Columbia, Canada

    (the
      “Assignor”)

    


    AND:

    


    DELTA
      OIL & GAS, INC.,
      a
      corporation incorporated in the State of Colorado, having a business office
      in
      the City of Seattle, Washington, USA

    (the
      “Assignee”)

    


    WHEREAS:

    


    
      	A.  	
              The
                Assignor and the Assignee are in the business of resource
                exploration;

            


    

    


    
      	B.  	
              Griffin
                & Griffin Exploration L.L.C. (“Griffin”) is the owner or will become
                the owner of the oil, gas and mineral leases covering certain prospects
                and will drill on each a prospect well (“Program Well”) to a depth
                sufficient to test the Frio Sands identified as prospectively productive
                of oil and/or gas (the “Drilling
                Program”).

            


    

    


    
      	C.  	
              On
                or about December 21, 2005, the Assignor entered into a Drilling
                Program
                Agreement with Griffin & Griffin Exploration, L.L.C. (“Griffin”) (the
                “Drilling Program Agreement”) to purchase from Griffin a ten percent (10%)
                gross working interest and revenue interest in the Drilling Program;
                and

            


    

    


    
      	D.  	
              Upon
                the terms and subject to the conditions set forth in this agreement,
                with
                the consent of Griffin, the Assignor has agreed to assign and the
                Assignee
                has agreed to accept an assignment of the Drilling Program
                Agreement;

            


    

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSES
      that in
      consideration of covenants and agreements set forth herein and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree each with the other as
      follows:

    


    1. The
      Assignor hereby assigns, transfers and sets over to the Assignee all rights,
      title, interest and benefits held by or granted to the Assignor in and to the
      Drilling Program Agreement dated December 21, 2005 between the Assignor and
      Griffin, a complete copy of which is attached hereto as Exhibit
“A”.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. The
      Assignee hereby agrees to pay to the Assignor the sum of Four Hundred and
      Twenty-Five Thousand ($425,000) Dollars in United States funds on or before
      the
      fourteenth day following the date of this Agreement, failing which, this
      Agreement and the Assignment(s) contained herein shall be null and void, unless
      otherwise agreed to in writing by the parties.

    


    3. The
      Assignor warrants and represents that as of the date of this Assignment
      Agreement, the Drilling Program Agreement is in full force and effect, without
      modification or amendment, that it has the full right and authority to transfer
      said agreement and that the rights transferred herein are free of lien,
      encumbrance or adverse claim.

    


    4. The
      Assignee hereby assumes and agrees to perform all obligations of the Assignor
      under the Drilling Program Agreement and guarantees to hold the Assignor
      harmless from any claim or demand, of any kind made hereunder.

    


    5. This
      Assignment shall be binding upon and inure to the benefit of the parties, their
      successors and assigns.

    


    6. Each
      of
      the parties hereto will co-operate with the others and execute and deliver
      to
      the other parties hereto such other instruments and documents and take such
      other actions as may be reasonably requested from time to time by any other
      party hereto as necessary to carry out, evidence, and confirm the intended
      purpose of this Assignment.

    


    7. This
      Assignment may not be amended except by an instrument in writing signed by
      each
      of the parties.

    


    8. This
      Assignment and the Exhibit hereto contain the entire agreement between the
      parties with respect to the subject matter hereof and supercede all prior
      arrangements and understandings, both written and oral, express or implied,
      with
      respect thereto. Any preceding correspondence or offers are expressly superceded
      and terminated by this Assignment.

    


    9. All
      notices and other communications required or permitted under this Assignment
      must be in writing and will be deemed given if sent by personal delivery, faxed
      with electronic confirmation of delivery, internationally recognized courier
      or
      registered or certified mail (return receipt requested), postage prepaid, to
      the
      parties at the following addresses (or at such other address for a party as
      will
      be specified by like notice):

     

    
      	
              If
                to the Assignor:

               

            	
              If
                to the Assignee:

               

            	
              If
                to Griffin:

               

            
	
              5774
                Deadpine Drive.

            	
              1122
                6th
                Avenue N.

            	
              LeFleur’s
                Gallery

            
	
              Kelowna,
                British Columbia 

            	
               Seattle,
                Washington, 

            	
              P.O.
                Box 12274

            
	Canada, V1P 1A3 	USA, 98109 	Jackson, MS,
              39236


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	250.765.6424 ph	604.602.1500 ph	601.713.1175 fax
	250.765.4408 fax	604.602.1525 fax 	 


    

       

    10. This
      Assignment will be governed by and construed in accordance with the laws of
      the
      Province of British Columbia, Canada as applicable to contracts made and
      performed therein.

    


    11. This
      Assignment may be executed in one or more counterparts, all of which will be
      considered one and the same Assignment and will become effective when one or
      mare counterparts have been signed by each of the parties and delivered to
      the
      other parties, it being understood that all parties need not sign the same
      counterpart.

    


    12. This
      Agreement may be executed by delivery of executed signature pages by fax and
      such fax execution will be effective for all purposes.

    


    13. The
      Exhibit is attached to this Assignment and is incorporated herein.

    


    IN
      WITNESS WHEREOF
      the
      parties have executed this Assignment as of the day and year first above
      written.

     

     

    
      	
              ASSIGNOR: 

               

            	
              ASSIGNEE:

               

            
	
              0743608
                B.C. LTD.:

               

            	
              DELTA OIL & GAS, INC.

               

            
	Per:         /s/ Chris
              Bunka	Per:    
                /s/ Douglas Bolen
	
                     
Authorized
                Signatory

            	
                   
Authorized
                Signatory

            
	
               

              Name:     Chris
                Bunka 

            	
               

              Name:  
                Douglas
                N. Bolen 

            
	
               

              Title:       President 

            	
               

              Title:    
                President

            


    

        

       I
      will also endeavor to obtain a simple cover letter from Griffen granting their
      consent in writing, which I’ve already received informally via
      email.