Exhibit 10.1


    ASSIGNMENT
      AND ASSUMPTION AGREEMENT

     

    THIS
      ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of June 1,
      2006, is between Brinx Resources Ltd., a Nevada corporation, ("Assignor"),
      and
      Delta Oil and Gas Inc., a Nevada corporation ("Assignee").

    


    RECITALS

    


    
      	A.  	
              Assignor
                and the Assignee each are in the business of resource
                exploration;

            


    

    


    
      	B.  	
              Assignor
                holds a seventy percent (70%) “Working Interest” (defined below) in the
                Owl Creek Prospect in Garvin County Oklahoma, as set forth in: (i)
                the
                letter agreement between and Ranken Energy Corporation, an Oklahoma
                corporation (“Ranken”) and Assignor dated July 25, 2005 and attached
                hereto as Exhibit
                A
                (the “Letter Agreement”); and (ii) the joint operating agreement between
                Assignor and Ranken dated July 1, 2005 and attached hereto as Exhibit
                B
                (the “Joint Operating Agreement”);

            


    

    


    
      	C.  	
              Assignor
                desires to assign to Assignee 28.57% of its 70% Working Interest,
                which
                assignment shall result in Assignee receiving an effective 20% Working
                Interest (the “20% Working Interest”) in the Owl Creek Prospect, for the
                purchase price of $300,000 (calculated at $15,000 per percentage
                point),
                such assignment to occur in accordance with, and subject to, the
                terms and
                conditions set forth in this
                Agreement;

            


    

    


    
      	D.  	
              For
                purposes of this Agreement, the term “Working Interest” is defined as set
                forth in the Letter Agreement, including the right to participate
                at a 20%
                working interest in all future wells drilled on a total of 1,120
                acres
                surrounding the Powell #2, but the definition does not include “completion
                costs” (defined as all costs after casing point is reached and logs have
                been run) nor does it include the Johnson #1 well located in the
                W/2 SE/4
                Section 35-5N-2W and the Powell #1 well located in the E/2 SW/4 Section
                25-5N-2W. The term “Working Interest” also includes the right to
                participate in any Areas of Mutual Interest (AMI) that may be acquired
                by
                the Owl Creek Prospect participants; and


            


    

    


    
      	E.  	
              Assignee
                desires to accept the 20% Working Interest from Assignor, and to
                assume
                all of Assignor's obligations and liabilities with respect thereto
                in
                accordance with, and subject to, the terms and conditions set forth
                in
                this Agreement.

            


    

    


    AGREEMENT

     

    In
      consideration of the foregoing, the mutual covenants contained herein, and
      other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto hereby agree as follows:

     

    1.  Assignor
      hereby grants, bargains, sells, conveys, transfers and assigns to Assignee,
      her
      heirs, devisees, assigns and personal representatives, all of Assignor's right,
      title and interest 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    in
      and to
      the 20% Working Interest, to have and to hold the same unto Assignee, her heirs,
      devisees, assigns and personal representatives forever.

    


    2.  Assignee
      hereby accepts the 20% Working Interest and agrees to assume, pay, discharge
      and
      perform all past, present and future obligations and liabilities of Assignor
      arising out of, or in any way connected with, the ownership of the 20% Working
      Interest and agrees to hold the Assignor harmless from any claim or demand,
      of
      any kind made hereunder

    


    3.  Assignee
      hereby agrees to pay to Assignor the lump sum of Three Hundred Thousand Dollars
      ($300,000) (calculated at $15,000 per percentage point) in immediately available
      United States funds for the 20% Working Interest on or before the thirtieth
      day
      following the date of this Agreement, failing which, this Agreement and the
      Assignment(s) contained herein shall be null and void.

    


    4.  The
      Assignor warrants and represents that as of the date of this Assignment
      Agreement, the Letter Agreement and the Joint Operating Agreement are each
      in
      full force and effect, without modification or amendment, that it has the full
      right and authority to transfer said its rights under the Letter Agreement
      and
      that the rights transferred herein are free of lien, encumbrance or adverse
      claim.

    


    5.  This
      Agreement shall be binding upon and inure to the benefit of the parties, their
      successors and assigns.

    


    6.  Each
      of
      the parties hereto will co-operate with the others and execute and deliver
      to
      the other parties hereto such other instruments and documents and take such
      other actions as may be reasonably requested from time to time by any other
      party hereto as necessary to carry out, evidence, and confirm the intended
      purpose of this Agreement.

    


    7.  This
      Agreement may not be amended except by an instrument in writing signed by each
      of the parties.

    


    8.  This
      Agreement and the Exhibits hereto contain the entire agreement between the
      parties with respect to the subject matter hereof and supercede all prior
      arrangements and understandings, both written and oral, express or implied,
      with
      respect thereto. Any preceding correspondence or offers are expressly superceded
      and terminated by this Agreement.

    


    9.  All
      notices and other communications required or permitted under this Agreement
      must
      be in writing and will be deemed given if sent by personal delivery, faxed
      with
      electronic confirmation of delivery, internationally recognized courier or
      registered or certified mail (return receipt requested), postage prepaid, to
      the
      parties at the following addresses (or at such other address for a party as
      will
      be specified by like notice):

     

    
      	
              If to the Assignor:

               

            	
              If to the Assignee:

               

            	
              If to Ranken:

               

            
	
              820 Piedra Vista Rd NE.

              Albuquerque, NM

            	
              1122 6th
                Ave North

              Seattle
                WA

            	
              417 W 18th,
                Suite 101

              Edmond,
                OK

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              USA,
                87123-1954

            	
              USA,
                98109

            	
              USA
                73013-3663

            
	505.291.0158 ph	866.355.3644 ph	405.340.2363 ph
	505.219.0158 fax	 	405.340.2365
              fax


    

                   

    10.  This
      Agreement will be governed by and construed in accordance with the laws of
      the
      Province of British Columbia, Canada as applicable to contracts made and
      performed therein.

    


    11.  This
      Agreement may be executed in one or more counterparts, all of which will be
      considered one and the same Assignment and will become effective when one or
      mare counterparts have been signed by each of the parties and delivered to
      the
      other parties, it being understood that all parties need not sign the same
      counterpart.

    


    12.  This
      Agreement may be executed by delivery of executed signature pages by fax and
      such fax execution will be effective for all purposes.

    


    


    IN
      WITNESS WHEREOF
      the
      parties have executed this Assignment as of the day and year first above
      written.

     

    
      	
              ASSIGNOR:

               

            	
              ASSIGNEE:

               

            
	Brinx Resources
              Ltd.	Delta Oil & Gas
              Inc.
	
              By:  /s/ Leroy Halterman

              Authorized
                Signatory

            	
               

              
                By:  /s/ Doug Bolen

                Authorized
                  Signatory

              

               

            
	Name: Leroy
              Halterman	Name: Doug
              Bolen 
	Title: President	Title: President


    

            

    
      
        
        

      

      
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