paxton10q093008ex10-24.htm


    
      

      

    

    
      
        	 
      	
                81591

              	
                Exhibit
      10.24

              


      

      


      


      ASSIGNMENT AND BILL OF
SALE

      


      THIS
ASSIGNMENT AND BILL OF SALE (“Assignment”) executed by
Bayshore Exploration L.L.C., a Texas Limited Liability Company (“Assignor”),
whose address is 1949 Clens Rd., Bellville, Austin County, Texas 77418, to Entheos Technologies, a Nevada
corporation, whose address is Suite 216, 1628 West 1st Ave,
Vancouver, BC, Canada (“Assignee”), dated effective 12:01 a.m. on
September 1, 2008 (said hour and day being hereinafter called the “Effective Time”).

      


      ARTICLE
I

      


      Assignment of Oil and Gas
Properties

      


      Assignor,
for Ten and No/100 Dollars ($10.00) and other good and valuable consideration in
hand paid by Assignee, the receipt and sufficiency of which consideration are
hereby acknowledged and confessed, by these presents does hereby ASSIGN,
TRANSFER, SET OVER and DELIVER unto Assignee, in the respective percentage set
forth below, all of Assignor’s right, title and interest in and to the following
properties described below in Section 1.2.

      


      1.1.      Percentage.

      


      
        	
                Bayshore
      Exploration L.L.C.

              	
                21.75%
      of 8/8ths

              
	
                Assignor

              	
                Working
      Interest

              


      

      


      1.2       Properties.  The
interests granted, bargained, sold, conveyed, assigned and delivered to Assignee
pursuant to this Article I and described in this Section 1.2 are
hereinafter sometimes collectively called the “Properties”:

      


      (a)           All
of Assignor’s right, title and interest in, to and under or derived from the oil
and gas leasehold interests, fee interests and mineral interests in the lands
described on Exhibit “A”, (the “Lease”);

      


      (b)           All
of Assignor’s right, title and interest in, to and under or derived from the oil
and gas well located on the Lease described on Exhibit “A” (the “Well”);

      


      (c)           All
of Assignor’s right, title and interest in and to, or derived from, all of the
presently existing and valid unitization and pooling agreements and units
(including all units formed by voluntary agreement and those formed under the
rules, regulations, orders or other official acts of any governmental entity
having appropriate jurisdiction) to the extent they relate to any of the
interests in the Lease or the Well;

      


      (d)           All
of Assignor’s right, title and interest in and to all oil, gas and/or other
liquid or gaseous hydrocarbons (collectively, the “Hydrocarbons”) produced from
or attributable to the Lease or the Well and attributable to the period from and
after the Effective Time;

      


      Vol. 473
page 475

      
        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

      


      (e)          All
of Assignor’s right, title and interest in and to, or derived from, all of the
presently existing and valid oil sales contracts, casinghead gas sales
contracts, gas sales contracts, processing contracts, gathering contracts,
transportation contracts, easements, rights-of-way, servitudes, surface leases
and other contracts, to the extent the same are assignable and relate to the
Lease or the Well;

      


      (f)           All
of Assignor’s right, title and interest in and to all personal property and
improvements (collectively, the “Equipment”), including without
limitation, wells (whether producing, plugged and abandoned, shut-in, injection,
disposal or water supply), tanks, boilers, platforms, buildings, fixtures,
machinery, equipment, pipelines, utility lines, power lines, telephone lines,
telegraph lines and other appurtenances located on, in, under and about the
Lease or the Well, to the extent the same are situated upon and used or held for
use by Assignor in connection with the ownership, operation, maintenance and
repair of the Lease or the Well, subject to the reservations stated
below;

      


      (g)          All
franchises, licenses, permits, approvals, consents, certificates and other
authorizations and other rights granted by governmental authorities and all
certificates of convenience or necessity, immunities, privileges, grants and
other rights that relate to the Properties or the ownership or operation of any
thereof, to the extent the same are assignable (the “Permits”); and

      


      (h)          All
of Assignor’s books, records and files related to the any of the properties
described in (a) through (f) above, including all (i) abstracts, title
opinions, title reports, environmental site assessments, environmental
compliance reports, lease and land files, surveys, analyses, compilations,
correspondence, filings with and reports to regulatory agencies and other
documents, contracts, agreements and instruments that in any manner relate to
such properties, (ii) computer databases that are owned by or licensed to
Assignor that relate to such properties, (iii) geophysical, geological,
engineering, exploration, production and other technical data, magnetic field
recordings, digital processing tapes, field prints, summaries, reports and maps,
whether written or in electronically reproducible form, that are in the
possession of Assignor and relate to such properties and (iv) all other
books, records, files and magnetic tapes containing title or other information
that are in the possession of Assignor and relate to such properties (the
“Data”), but specifically excluding (i) previous offers and economic
analyses associated the acquisition, sale or exchange of such properties,
(ii) interpretive information, (iii) personnel information,
(iv) corporate, legal, financial and tax information, (v) information
covered by a non-disclosure obligation, (vi) information covered by a legal
privilege and (vii) any other Data or information that Assignor does not
have the right to assign to Assignee.

      


      TO HAVE
AND TO HOLD the Properties unto Assignee, its respective successors and assigns
forever, subject, however, to the matters set forth herein.

      


      Vol. 473
page 476

      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


      ARTICLE
III

      


      Warranty of Title; Permitted
Encumbrances

      


      2.1       Warranty of
Title.  Assignor is the lawful owner or and has good title to
the interests above assigned in and to said Lease, estate rights and property,
free and clear from all liens, encumbrances or adverse claims (the “Permitted
Encumbrances”).  The Lease is a valid and subsisting lease on
the land described above and all rentals and royalties have been paid and all
conditions necessary to keep the same in full force have been duly performed;
and the Assignor does hereby bind itself to warrant and forever defend, all and
singular, the Properties unto Assignee, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through or under
Assignor, but not otherwise, and subject to the Permitted
Encumbrances.

      


      2.2       Disclaimer of
Representations and Warranties.  THE PROPERTIES ARE ASSIGNED TO
ASSIGNEE “AS IS, WHERE IS” AND WITH ALL FAULTS IN THEIR PRESENT CONDITION AND
STATE OF REPAIR, WITHOUT RECOURSE. EXCEPT AS EXPRESSLY SET FORTH IN
SECTION 2.1 HEREOF, ASSIGNOR HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS
AND WARRANTIES CONCERNING THE PROPERTIES, EXPRESS, STATUTORY, IMPLIED OR
OTHERWISE, INCLUDING. WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, THE QUALITY
OF HYDROCARBON’ RESERVES, THE QUANTITY OF HYDROCARBON RESERVES, THE AMOUNT OF
REVENUES, THE AMOUNT OF OPERATING COSTS, CONDITION (PHYSICAL OR ENVIRONMENTAL),
QUALITY, COMPLIANCE WITH APPLICABLE LAWS, ABSENCE OF DEFECTS (LATENT OR PATENT),
SAFETY, STATE OF REPAIR, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
AND ASSIGNEE EXPRESSLY RELEASE ASSIGNOR FROM THE SAME.  ASSIGNOR
DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY FOR AND ASSOCIATED WITH THE
QUALITY, ACCURACY, COMPLETENESS OR MATERIALITY OF THE RECORDS AND ANY OTHER
INFORMATION PROVIDED AT ANY TIME (WHETHER ORAL OR WRITTEN) TO ASSIGNEE, ITS
OFFICERS, AGENTS, EMPLOYEES AND REPRESENTATIVES IN CONNECTION WITH THE
PROPERTIES, INCLUDING WITHOUT LIMITATION, QUALITY OF HYDROCARBON RESERVES,
QUANTITY OF HYDROCARBON RESERVES, AMOUNT OF REVENUES, AMOUNT OF OPERATING COSTS,
FINANCIAL DATA, CONTRACT DATA, ENVIRONMENTAL CONDITION OF THE PROPERTIES,
PHYSICAL CONDITION OF THE PROPERTIES AND CONTINUED FINANCIAL VIABILITY OF THE
PROPERTIES, AND ASSIGNEE EXPRESSLY RELEASE ASSIGNOR FROM THE
SAME.

      


      
        2.3       Subrogation.  Assignee
shall be and are hereby subrogated to all covenants and warranties of tide by
parties (other than Assignor) heretofore given or made to Assignor or its
predecessors in title in respect of any of the Properties.

         

      

      Vol. 473
page 477

      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

      


      ARTICLE
II

      


      Miscellaneous

      


      3.1       Further
Assurances.  Assignor covenants and agrees to execute and
deliver to Assignee all such other and additional instruments and other
documents and will do all such other acts and things as may be necessary more
fully to assure to Assignee or its successors or assigns, all of the respective
properties, rights and interests herein and hereby assigned or intended to be
assigned,
including without limitation, executing separate assignments of individual oil,
gas and mineral lease or interests therein, which are included in the Properties
and which are necessary to facilitate the recognition of Assignee’s ownership of
the Properties.

      


      3.2       Successors and
Assigns.  All of the provisions hereof shall inure to the
benefit of and be binding upon the respective successors and assigns of Assignor
and Assignee.  All references herein to either Assignor or Assignee
shall include their respective successors and assigns.

      


      3.3       Counterparts.  This
Assignment may be executed in several original counterparts, all of which are
identical, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts shall constitute but one and the same
assignment.

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed
on the dates of their respective acknowledgments set forth below, to be
effective, however, as of the Effective Time.

      


      Assignor

      


      Bayshore
Exploration, L.L.C.

      


      


      /s/ Jamin
Swantner                                                      

      Jamin
Swantner, President

      


      


      
        	
                STATE
      OF TEXAS

              	
                )

              	
                [NOTARY
      SEAL]

              
	 
      	 
      	 
      
	
                COUNTY
      OF WASHINGTON

              	
                )

              	 
      


      

      


      


      This
instrument was acknowledged before me on the 5th day of September, 2008, by
Jamin Swantner, President of Bayshore Exploration L.L.C., a Texas Limited
Liability Company, on behalf of said corporation.

      


      


      /s/ Drake A.
Faske                                                                  

      Notary
Public in and for the State of Texas

      


       

      


      


      


      


      


      Vol. 473
page 478

      
        
          
             


          

          
            4

            
              

            

          

          
             


          

        

      

       

      EXHIBIT
“A”

      


      


      Attached
to and made a part of that certain Assignment and Bill of Sale from Bayshore
Exploration L.L.C. (“Assignor”) to Entheos Technologies, Inc. (“Assignee”)
pertaining to the Bayshore Exploration L.L.C.- Cooke No. 6 Well and the
40-acre proration unit assigned thereto located in La Salle County, Texas and
further described as follows:

      


      Description
of the Properties:

      


      
        	
                Well
      Name:

              	
                Bayshore
      Exploration L.L.C. – Cooke No. 6 Well

              
	
                Working
      Interest Ownership:

              	
                21.75%
      of 8/8ths

              
	
                Net
      Revenue Interest:

              	
                16.3125%
      of 8/8ths

              
	
                Leasehold
      Interest:

              	
                21.75%
      of 8/8ths

              
	 
      	 
      
	
                Proration
      Unit:

              	
                Bayshore
      Exploration L.L.C. – Cooke No. 6 Well

              
	 
      	
                Located
      at 1107 feet from the South line and 635

              
	 
      	
                feet
      from the West line of the H.&G.N. R.R. Co.

              
	 
      	
                Survey
      No. 237, Abstract No. 308, La Salle

              
	 
      	
                County,
      Texas, including the 40-acre unit assigned

              
	 
      	
                thereto
      which is the SW/4 of the SW/4 of the

              
	 
      	
                H.&G.N.
      R.R. Co. Survey No. 237, Abstract No.

              
	 
      	
                308,
      La Salle County, Texas.

              


      

      


      


      


       

      


      


      


      


      


      


      


      Vol. 473
page 479

      
        
          
             


          

          
            5

            
              

            

          

          
             


          

        

      

      


      [FILED/RECORDING
STAMP]

      [September
29, 2008]

      


      81591

      


      


      


      


      THE STATE
OF TEXAS

      COUNTY OF
LA SALLE

      


      I CERTIFY
THAT THIS INSTRUMENT WAS FILED ON THE

      DATE AND
AT THE TIME STAMPED HEREON BY ME AND WAS

      DULY
RECORDED IN THE VOLUME AND PAGE OF THE

      DEED RECORDS OF LA
SALLE COUNTY,

      TEXAS AS
STAMPED HEREON BY ME.

      


      


      [COUNTY
CLERK LA SALLE COUNTY SEAL]

      


      [stamped
signature – Margarita A. Esqueda]

      


      COUNTY
CLERK

      LA SALLE
COUNTY, TEXAS

      


      BY:[signature]
Deputy