ASSIGNMENT AND ASSUMPTION AGREEMENT


     This  ASSIGNMENT AND ASSUMPTION AGREEMENT dated this 6th day of June, 2002,
between  U.S.Crude, Ltd., a corporation organized under the laws of the State of
Nevada  ("US  Crude");  United  States  Crude International, Inc., a corporation
organized under the laws of the State of Nevada and a wholly-owned Subsidiary of
US  Crude  ("("USCL"); Equity Planners, LLC, Sea Lion Investors, LLC, and Myrtle
Holdings,  LLC  (collectively,  the  "Accredited  Investors").

               W     I     T     N     E     S     S     E     T     H  :

     WHEREAS,  an  entity  known as USCR Acquisition Corp. ("Acquisition Corp.")
and  the  Accredited  Investors entered into that certain Subscription Agreement
dated  August  1,  2001  (the  "Subscription  Agreement")  pursuant  to  which
Acquisition  Corp.  issued  to the Accredited Investors its $1,000,000.00 Senior
Subordinated  Convertible  Redeemable Debentures (the "Convertible Debentures"),
convertible,  from  time  to  time,  into  authorized  but  unissued  shares  of
Acquisition  Corp.  Common  Stock;

     WHEREAS,  as  a  result of a Merger between US Crude and Acquisition Corp.,
the  rights  and obligations of Acquisition Corp. with respect to, and under the
Subscription  Agreement,  enured  to  the  benefit of and became binding upon US
Crude  and  the  Accredited  Investors;

     WHEREAS,  various  money  has been funded by the Accredited Investors to US
Crude  pursuant  to  the  Subscription Agreement and the Convertible Debentures;

     WHEREAS,  some  money  is  owed  by  US  Crude  to the Accredited Investors
pursuant  to  the  Subscription  Agreement  and  the  Convertible  Debentures;

     WHEREAS,  some money remains to be funded by the Accredited Investors to US
Crude  pursuant  to  the  Subscription Agreement and the Convertible Debentures;

     WHEREAS,  in  order to avoid a default under the Subscription Agreement, US
Crude  wishes  to  provide  the Accredited Investors with enhanced security with
respect  to  their  investment,  and  accordingly,  US Crude has transferred its
assets  to  USCU,  which  company is a wholly-owned Subsidiary of US Crude, and,
thereafter,  USCU wishes enter into an Asset Pledge Agreement, pursuant to which
USCU  will  pledged  its  assets  (those  formerly belonging to US Crude) to the
Accredited  Investors  to  further  secure the debt evidenced by the Convertible
Debentures;

     WHEREAS,  before  the Asset Pledge Agreement can be implemented, it will be
first  necessary  for  US Crude to assign its rights and transfer its obligation
under  the  Subscription  Agreement  to  USCU.

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          N    O    W         T    H    E    R    E    F   O   R    E ,


     For  good  and  valuable  consideration, US Crude, USCU, and the Accredited
Investors  agree  as  follows:

     1.  US  Crude  does  hereby  assign,  and  USCU does hereby irrevocably and
unconditionally  assume,  all of the obligations and accept all of the rights of
US  Crude  under  Subscription  Agreement  as  if  USCU  had  entered  into  the
Subscription Agreement, and USCU shall render full performance to the Accredited
Investors under the Subscription Agreement and the Convertible Debentures in the
place  and  stead  of  US  Crude.

     2.  The  Accredited  Investors hereby approve the foregoing assignment, and
any  subsequent  funding  under  the  Subscription Agreement and the Convertible
Debentures  will  be  made  by the Accredited Investors to USCU or its designee.

     3.  This  Agreement  may  be  executed  by  the  Parties hereto in separate
counterparts,  each  of  which will be deemed to be one and the same instrument.

     EXECUTED  ON  THE  DAY  AND  YEAR  ABOVE  FIRST  WRITTEN.

THE  ACCREDITED  INVESTORS:


Equity  Planners,  LLC

By:  /s/ Joel Greenfeld
     ________________________
     Principle



Sea  Lion  Investors,  LLC

By:  /s/ Ester Gluck
     ________________________
     Principle



Myrtle  Holdings,  LLC

By:  /s/ Goldie Caufman
     ________________________
     Principle

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US  CRUDE:

U.S.  Crude,  Ltd.

By:  /s/ Anthony Miller
     ___________________________
     Anthony  Miller,  President



USCU:

United  States  Crude  International,  Inc.

By:  /s/ Anthony Miller
     ___________________________
     Anthony  Miller,  President

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