Unassociated Document


    ASSIGNMENT
      AND BILL OF SALE

    


    For
      value
      received, FIRECREEK
      PETROLEUM, INC.,
      a
      wholly-owned subsidiary of EGPI Firecreek, Inc. (“Assignor”),
      hereby
      assigns, transfers, sets over, and grants unto NEWPORT
      OIL CORPORATION A/K/A NEWPORT OIL, INC. (“Assignee”)
      a
      50-percent undivided interest in and to the following:

    


    (a)
      the
      estates and mineral rights created by the oil and gas leases (the “Leases”)
      described on exhibit “a” attached to this assignment and bill of sale (the
“Assignment”),
      insofar and only insofar as the Leases cover and relate to the real estate
      described on exhibit “a” (the “Lands”),
      subject to any royalties, overriding royalties, production payments, or other
      similar interests burdening the Leases;

     

    (b)
      all
      oil, gas, water disposal, and other wells (whether producing or non-producing)
      (the “Wells”),
      located on the Lands or on lands pooled with the Lands, together with all of
      Assignor’s interest in fixtures, personal property (including pits and ponds),
      facilities, and equipment, used or held for use or charged to the Leases, Lands,
      or Wells, for the production, treatment, sale, or disposal of hydrocarbons
      or
      water;

     

    (c)
      the
      oil, natural gas, liquids, or condensate inventory, including “line fill” and
      inventory below the pipeline connection in tanks as of 7:00 a.m., Boston,
      Massachusetts time, as of the effective date of this Assignment. Assignee
      expressly agrees to timely provide all production records to Assignor in this
      regard;

     

    (d)
      all
      of Assignor’s rights in, to, and under the obligations arising from, all
      agreements relating to the Leases, Lands, or Wells, including, but not limited
      to, joint operating agreements, unitization agreements, pooling agreements,
      farmout agreements, drilling agreements, exploration agreements, oil or gas
      product purchase and sale contracts, gas processing or transportation
      agreements, leases, permits, rights-of-way, easements, licenses, options,
      orders, and decisions of state and federal regulatory authorities establishing
      units; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (e)
      all
      of Assignor’s rights to and interest in a lawsuit currently pending in the Third
      Judicial District Court of Sweetwater County, Wyoming, cause number Civil
      C-07-821-R, and styled Newport
      Oil Corp v. Inter-Mountain Pipe and Threading Co.
      (the
“Lawsuit”).

    


    Assignor
      further releases unto Assignee all rights of first refusal held by Assignor
      to
      the Leases, Lands, or Wells described on the attached exhibit “a.”

    


    Assignor
      will, at any time and from time-to-time after executing this Assignment, upon
      Assignee’s reasonable request, execute, acknowledge, and deliver, or cause to be
      executed and delivered, all further documents or instruments necessary to effect
      the transaction embodied in this Assignment.

    


    Assignor
      makes no representation or warranty of title to the interests assigned hereby,
      other than claims arising from ownership by, through, or under Assignor, but
      not
      otherwise. With respect to the Leases, Lands, Wells, personal property, and
      equipment assigned hereby, this Assignment is made without representation or
      warranty of title expressed or implied, and all such Leases, Lands, Wells,
      personal property, and equipment are sold AS IS AND WHERE IS, WITH ALL FAULTS,
      AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR WITHOUT WARRANTY OF
      MERCHANTABILITY, CONDITION OF FITNESS FOR PARTICULAR PURPOSE, AND ANY AND ALL
      WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ARE HEREBY EXPRESSLY
      DENIED.

    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

       

    

    Assignee,
      in consideration of the benefits to be derived from this Assignment, by its
      acceptance, hereby holds harmless and indemnifies Assignor from any cost of
      the
      Lawsuit described in subparagraph (e) above after the date of this Assignment,
      it being the intent of the parties that Assignee shall be solely responsible
      for
      the costs of the Lawsuit after the date of this Assignment.

    
      
        	 	 	 	 
	 	 	ASSIGNOR:
	 	 	 
	 	 	FIRECREEK PETROLEUM,
                INC.
	 
 	 	 
 	 
 
	 	 	by:	  
                
	
                date

              	 	name:	  
	 	 	title:	  

	 	 	 	 
	 	 	 
                
	 	 	  

	 	 	
                address

              


      

       

    

    
      	 	 	 	 
	 	 	ASSIGNEE:
	 	 	 
	 	 	
              NEWPORT
                OIL CORPORATION

              A/K/A
                NEWPORT OIL, INC.

            
	 
 	 	 
 	 
 
	 	 	by:	  
              
	
              date

            	 	name:	  
	 	 	title:	  

	 	 	 	 
	 	 	 
              
	 	 	  

	 	 	
              address