Exhibit 10.2

                     ASSIGNMENT AND BILL OF SALE 3-D SEISMIC

STATE OF TEXAS           ss.
                         ss.            KNOW ALL MEN BY THESE PRESENTS
COUNTY OF ZAPATA         ss.

     THAT  effective May 20, 2002, B. Bryan Leitch,  III,  Owner of an undivided
                                   ---------------------
60.00%  interest in 3-D Seismic,  whose  address is 2606 State  Street,  Dallas,
------
Texas 75204 Jim Dyer Owner of an undivided 22.50% interest in 3-D Seismic, whose
            --------                       ------
address is 2611 Cedar Springs,  Suite 201, Dallas,  Texas 75201; Brenda Phillips
                                                                 ---------------
Owner of an  undivided  7.50%  interest  in 3-D  Seismic,  whose  address is 832
                        -----
Parkway,  Coppell, Texas 75019; Gil Jurenka Owner of an undivided 5.00% interest
                                -----------                       -----
in 3-D Seismic,  whose address is 210 Doral Lane,  Rockport,  Texas  78382-6913;
Richard Smith Owner of an undivided 5.00% interest in 3-D Seismic, whose address
-------------                       -----
is 5 Greenridge Forest Court, The Woodlands,  Texas 77381, Tenants in Common and
owners of the subject 3-D Seismic in the percentages setforth above, hereinafter
referred  to as  Assignor,  for and in  consideration  of the sum of Ten Dollars
($10.00)  cash,  and  10,500,000  shares of Phoenix  ATM Stock to be assigned to
Assignees as follows: B. Bryan Leitch, III - 57.15% - 6,000,000 Shares; Jim Dyer
                      --------------------                              --------
- 21.43% - 2,250,000  Shares;  Brenda K. Phillips - 7.14% - 750,000 Shares;  Gil
                               ------------------                            ---
Jurenka - 4.76% - 500,000 Shares; Richard Smith - 4.76% - 500,000 Shares; Brenda
-------                           -------------                           ------
K. Phillips - 4.76% - 500,000 Shares, and other good and valuable  consideration
-----------
including  Assignee's  Agreement to Keep Confidential 3-D Seismic Data,  Exhibit
"A", paid,  delivered and agreed to by PHOENIX ATM, hereinafter called Assignee,
                                       -----------
the receipt and sufficiency of which is hereby  acknowledged  by Assignor,  does
hereby TRANSFER,  SELL,  ASSIGN AND CONVEY unto the said Assignee,  all of their
right,  title  and  interest,  if any,  in and to the 3-D  Seismic  Data that is
necessary to properly and  thoroughly  evaluate  those depths in and to that Oil
and Gas Property  commonly referred to as The Jennings Ranch Lease consisting of
27,558.4" acres located in Zapata County,  Texas,  and which depths are from the
surface of the earth to a measured  depth of 5,560'  (the base of the Queen City




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Formation)  as determined by a comparable  Seismic  Consultant,  and insofar and
only  insofar as  Assignor  has the right to assign  same.

(begin boldface)
     THIS  ASSIGNMENT  IS FURTHER MADE AND ACCEPTED UPON THE  UNDERSTANDING  AND
AGREEMENT  THAT THE  SEISMIC  DATA WILL REMAIN  SUBJECT TO THAT  CONFIDENTIALITY
AGREEMENT,  EXHIBIT "A" AND IS ASSIGNED "AS IS" WITHOUT  WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, OR MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE AND/OR
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS.
(end boldface)

     Except  as  expressly  set  forth  elsewhere  herein,   Assignor  expressly
disclaims  any and all  representations  covenants,  or  warranties,  expressed,
implied,  or  statutory,  of title or as to any other fact or  matter.  Assignor
specifically  makes no representations  or warranties  whatsoever  regarding the
value of the herein assigned 3-D Seismic Data.

(begin boldface)
     Waiver of Consumer  Rights.  ASSIGNOR  AND  ASSIGNEE  EACH HEREBY WAIVE THE
PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES ACT, CHAPTER 17, SUBCHAPTER E,
SECTIONS 17.41 THROUGH 17.63, INCLUSIVE, OF THE TEXAS BUSINESS AND COMMERCE CODE
(THE "DPTA"),  A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS.  AFTER
CONSULTATION  WITH AN ATTORNEY OF THEIR OWN  SELECTION,  ASSIGNEE  AND  ASSIGNOR
VOLUNTARILY  CONSENT TO THIS  WAIVER.  TO EVIDENCE  THEIR  ABILITY TO GRANT SUCH
WAIVER, EACH PARTY REPRESENTS TO THE OTHER THAT (i) IT IS NOT IN A SIGNIFICANTLY
DISPARATE  BARGAINING  POSITION;  (ii) THEY ARE  REPRESENTED BY LEGAL COUNSEL IN
ENTERING  INTO THIS  AGREEMENT  AND  (iii)  SUCH  COUNSEL  WAS NOT  DIRECTLY  OR
INDIRECTLY IDENTIFIED, SUGGESTED, OR SELECTED BY AN AGENT OF THE OTHER PARTY.
(end boldface)


<PAGE>




     IN WITNESS  WHEREOF,  this  instrument  is executed on the 30 day of April,
2002.


ASSIGNOR:                                     ASSIGNEE:
                                              PHOENIX ATM


/s/ B. BRYAN LEITCH, III                      /s/ B. BRYAN LEITCH, III
----------------------------------            ----------------------------------
B. BRYAN LEITCH, III - 60%                    B. BRYAN LEITCH, III


/s/ JIM DYER
----------------------------------
JIM DYER - 22.50%


/s/ BRENDA PHILLIPS
----------------------------------
BRENDA PHILLIPS - 7.50%


/s/ GIL JURENKA
----------------------------------
GIL JURENKA - 5.00%


/s/ RICHARD SMITH
----------------------------------
RICHARD SMITH - 5.00%


<PAGE>




     Attached to and made a part of that certain Assignment and Bill of Sale 3-D
Seismic  Data dated May 20,  2002,  effective  April 30,  2002 by and between B.
Bryan  Leitch,  III; Jim Dyer;  Brenda  Phillips;  Gil Jurenka;  Richard  Smith,
Tenants in Common "Assignor", and Phoenix ATM, "Assignee".

                 AGREEMENT TO KEEP CONFIDENTIAL 3-D SEISMIC DATA

                              DATE: April 30, 2002

ASSIGNOR: B. Bryan Leitch, III; Jim Dyer; Brenda Phillips; Gil Jurenka;  Richard
Smith
ASSIGNEE: Phoenix ATM

     ASSIGNOR  represents  that it has the right and authority to make available
such seismic data to ASSIGNEE and that such seismic data are transferred subject
to the following conditions:

I.   ASSIGNOR  represents  that it has the right to Assign to  ASSIGNEE  certain
     Confidential  seismic  data as set forth below in  "Description  of Seismic
     Data". ASSIGNOR hereby grants to ASSIGNEE a non-exclusive, non-transferable
     right to use 3-D Seismic  Data and  ASSIGNEE  agrees to receive 3-D Seismic
     Data  and use it in  accordance  with  the  terms  and  conditions  hereof.
     ASSIGNEE  acknowledges  that this Assignment is non-exclusive  and the Data
     also remains the property of the ASSIGNOR.

II.  ASSIGNOR retains the right to license,  trade, loan, transfer and reproduce
     the same.  ASSIGNEE agrees that Data and any copies  thereof,  shall be for
     its own internal use only and that same shall not be given,  sold,  traded,
     disposed of, shown, or otherwise  divulged to any other party,  except with
     Assignor's prior written approval and except as follows:

          a.   Data may be shown  to a  bonafide  consultant  for  analysis  and
          interpretation  only if such  consultant  agrees in writing that Data,
          including the consultant's analysis and interpretation made therefrom,
          will not be divulged to any other  party;  and if ASSIGNEE is entering
          into this agreement as the operator or other  representative of one or
          more other  parties  disclosed to ASSIGNOR then the other parties have
          the right to be shown the Data by ASSIGNEE or to receive copies of the
          Data by paying a separate  licensing  fee, but only if each such party
          agrees in writing  that no Data,  or any  analyses or  interpretations
          made therefrom, shall be divulged to any other party; and

          b.   ASSIGNEE  has the right to show the Data and the  results  of any
          interpretation  or analysis to a third party with a bonafide  interest
          in a farmout or joint venture  proposed by ASSIGNEE,  provided that no
          copies of the Data are  furnished  to such  third  party and that such
          third  party  agrees  in  writing  that no Data,  or any  analyses  or
          interpretations made therefrom,  shall be divulged to any other party;
          and


<PAGE>




          c.   ASSIGNEE may disclose, by providing copies thereof, the Data to a
          company  owning 50% or more of the voting  stock of  ASSIGNEE  or to a
          company of which  ASSIGNEE  owns 50% or more of the voting  stock to a
          surviving  company  in the event of a  complete  merger  by  ASSIGNEE,
          provided  each such  company  agrees in writing  that no Data;  or any
          analyses or interpretations  made therefrom,  shall be divulged to any
          other party.

          d.   Such  Data may be shown  to,  and  copies  thereof  provided  to,
          agencies of federal and state governments  having  jurisdiction to the
          extent  required  by  applicable  law  or  regulation;  provided  that
          ASSIGNEE shall promptly advise ASSIGNOR,  in writing,  of full details
          of each request, demand, order, etc., for the Data, to whom disclosure
          is to be made and the law or regulation requiring disclosure. ASSIGNEE
          will  retrieve  copies  provided to any  agencies of federal and state
          governments under this paragraph once the applicable law or regulation
          requirement has been satisfied.

III. ASSIGNEE  agrees to hold harmless and  indemnify  ASSIGNOR from and against
     any loss  sustained  by reasons of  ASSIGNEE's  breach of the above  agreed
     obligations.

IV.  ASSIGNEE  agrees that it accepts the Data tendered to it "As Is, Where Is".
     ASSIGNOR does not make any warranty or representation regarding the quality
     or reliability of any or all of the Data  delivered  hereunder.  Any action
     taken by ASSIGNEE or any opinions formed or conclusions  drawn on the basis
     of any or all Data  shall be at the sole  risk  and  expense  of the  party
     taking  such  action,  forming  such  opinion or drawing  such  conclusion.
     ASSIGNOR  warrants  that  Data  furnished   hereunder  is  free  of  liens,
     encumbrances  and  limitations  on  use or  disposition  other  than  those
     expressly  set  out  above.  THESE  WARRANTIES  ARE IN  LIEU  OF ALL  OTHER
     WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITROUT LIMITATION, ANY WARRANTY
     OF MERCHANABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY DATA
     GIVEN THE ASSIGNEE HEREUNDER.

V.   Within 180 days of ASSIGNEE's  receipt of the Data,  ASSIGNEE will have the
     entire data set reprocessed and provide the reprocessed data to ASSIGNOR at
     no cost to ASSIGNOR.

VI.  ASSIGNEE  shall  not have  nor ever  assert  any  claim or cause of  action
     against ASSIGNOR  arising out of any defect or inaccuracy of Data,  whether
     such inaccuracy arose by negligence or any other cause.

VII. In the event that any governmental  unit should levy a sales or use tax, or
     tax of similar  nature  related to the  licensing  or  transfer of the Data
     covered under this agreement, then ASSIGNEE shall reimburse ASSIGNOR or its
     authorized  agent,  levies or taxes.  ASSIGNOR agrees to notify ASSIGNEE in
     writing  within thirty (30) days of  notification  by the taxing  authority
     that such levies or taxes are owed.


<PAGE>





VIII. Upon  ASSIGNEE's  request, which  must be made  within  a year  after  the
      "License Agreement to Use Seismic Data" is signed, tape copies of raw data
      will be furnished by ASSIGNOR, if original tapes are  available,  with the
      cost of such additional tapes,  reproduction and delivery to be reimbursed
      by ASSIGNEE in addition to the basic license fee for the Data.

IX.  Signature  below of  ASSIGNEE's  authorized  representative  will  indicate
     agreement to the terms and conditions stated above.



                           DESCRIPTION OF SEISMIC DATA

     Data covered by this license  agreement is comprised of a 3-D survey in the
     Jennings Ranch Area of Zapata County, Texas, being further described on the
     attachments.

ACCEPTED AND AGREED TO THIS                   ACCEPTED AND AGREED TO THIS
30 DAY OF APRIL, 2002                         30 DAY OF APRIL, 2002

ASSIGNOR:                                     ASSIGNEE:
                                              PHOENIX ATM


/s/ B. BRYAN LEITCH, III                      /s/ B. BRYAN LEITCH, III
----------------------------------            ----------------------------------
B. BRYAN LEITCH, III                          B. BRYAN LEITCH, III


/s/ JIM DYER
----------------------------------
JIM DYER


/s/ BRENDA PHILLIPS
----------------------------------
BRENDA PHILLIPS


/s/ GIL JURENKA
----------------------------------
GIL JURENKA


/s/ RICHARD SMITH
----------------------------------
RICHARD SMITH