ASSET AND LIABILITY TRANSFER AGREEMENT


     THIS  ASSET  AND  LIABILITY  TRANSFER 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 ("USCU"); 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,  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 by transferring its assets and liabilities to its
wholly-owned  Subsidiary,  USCU,  pursuant  to  the Laws of the State of Nevada;

     WHEREAS, as a new entity, USCU has no history of operations and, therefore,
its  Financial  Statements  are  less  complex, so that a transfer of US Crude's
assets  and  liabilities  to  a  new  entity,  with  its  less complex Financial
Statements,  would  make  the  value  of  the  assets more easily ascertainable,

     WHEREAS,  such being the case, in the event of a default and judicial sale,
since  the  value  of  the  assets would be more easily ascertainable, this fact
would  tend  to  reduce  the  potential  for  costly  litigation  engendered  by
uncertainty  over  asset  valuation;

     WHEREAS,  following  the  transfer  by US Crude of its assets to USCU, 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;

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     WHEREAS,  before  the Asset Pledge Agreement can be implemented, it will be
first  necessary  for  US  Crude to transfer its assets and liabilities to USCU.


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


     For  good and valuable consideration, including a desire of all the Parties
to  avoid a default under the Subscription Agreement, US Crude and USCU agree as
follows:

     1.  Pursuant  to  NRS  78.565 2. (a), US Crude does hereby assign, and USCU
does  hereby  irrevocably  and  unconditionally  accept,  all  of the assets and
liabilities  of  US  Crude  as of June 6, 2002, including the rights of US Crude
under  the  Subscription  Agreement.

     2.  Simultaneously  with  the  execution  of this Agreement by the Parties,
USCU  will issue and deliver to US Crude 745,000,000 shares of its Common Stock,
Par  Value  $0.001  per share, and 40,000,000 shares of its Preferred Stock, Par
Value  $0.001  per  share.

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

     4.  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

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Myrtle  Holdings,  LLC

By:  /s/ Goldie Caufman
     ________________________
     Principle



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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