Exhibit
        10.2

       

      ASSIGNMENT
        AND BILL OF SALE 

      


      THIS
        ASSIGNMENT AND BILL OF SALE (“Agreement”) is made this 24th
        day of
        January 2005, but is effective as of January 1, 2005 (the “Effective Date”) by
        and between Conquest Exploration Company, L.L.C. (“hereinafter “Assignor”),
        whose address is 3140 W. Britton Road, Suite 203 Oklahoma City, OK 73120
        and
        Osage energy, L.C.C., whose address is 7100 N. Classen Blvd, Suite 100, Oklahoma
        City, OK 73116 (hereinafter “Assignee”). 

       

      WITNESSETH
        

       

      Assignor,
        in consideration of Ten Dollars ($10.00) and other
        good
        and
        valuable consideration,
        the receipt and sufficiency of which are hereby acknowledged, does GRANT,
        SELL,
        CONVEY, ASSIGN and DELIVER unto Assignee One Hundred percent (100.00%) of
        all
        right, title and interest in and the following properties, as of the Effective
        Date:  

       

      
        	
              	A.	
                The
                  oil and gas leases described on Exhibit "A"
                  (attached
                  hereto and made a part
                  hereof for all purposes), insofar as and only insofar as said leases
                  cover
                  the lands which are specifically described on Exhibit "An,
                  all
                  royalty and overriding royalty interests in existence as of the
                  Effective
                  Date, and further
                  subject
                  to all restrictions, exceptions, reservations, conditions, limitations,
                  burdens, contracts, agreements and other matters applicable to
                  such leases
                  and interests, whether of record or not (the "Leases)
                  

              


      

       

      
        	
              	B.	
                All
                  presently existing and valid oil, gas or mineral unitization, pooling,
                  operating and communitization agreements, declarations and others,
                  in and
                  to the
                  properties
                  covered
                  and the units created thereby, which are appurtenant to the Leases.
                   

              


      

       

      
        	
              	C.	
                All
                  presently existing
                  and
                  valid oil and gas sales, purchase, exchange and processing contracts,
                  casing bead gas contracts, operating agreements, joint venture
                  agreements,
                  partnership agreements, right-of-way
                  easements, permits and
                  surface
                  leases and other contracts, agreements and
                  instruments,
                  insofar as the same
                  are
                  appurtenant
                  to
                  the
                  Leases. 

              


      

       

      
        	
              	D.	
                All
                  oil, gas, condensate and natural gas liquids produced after the
                  EFFECTIVE
                  DATE, including “Line
                  till” and inventory below the pipeline connection
                  in the tanks, attributable to the Leases; and,


              


      

       

      
        	
              	E.	
                All
                  wells, equipment, fixtures
                  and
                  personal property located
                  on the lands described
                  on
                  Exhibit
                  “A” or appurtenant to the Leases, including pumps, well equipment (surface
                  and sub-surface), water disposal wells, compressors, gathering
                  lines, flow
                  lines, valves, meters, separators, tanks and tank batteries.
                  

              


      

       

      The
        foregoing leases, interest, rights and property described
        in
        Paragraphs
        A through E,
        above,
        are herein called
        the
        "Property", located in Osage County, Oklahoma. 

       

      TO
        HAVE
        AND TO HOLD, the Property, subject to the following:  

       

      
        	
              	I.	
                Assignee
                  hereby assumes and agrees to perform and be bound by all provisions
                  of the
                  Leases and all contractual duties and obligations of Assignor as
                  owner of
                  the Property to the extent that the same are valid and subsisting
                  on the
                  Effective Date. Assignee shall, at its sole expense, comply with
                  all laws,
                  rules, regulations, orders and ordinances (collectively the “laws”) of any
                  governmental
                  authority
                  claiming
                  jurisdiction over
                  the Leases,
                  including, but
                  not
                  limited to, those laws pertaining to the abandonment of wells,
                  the
                  plugging of inactive wells and the restoration of
                  the surface.
                  Assignee shall protect, defend, indemnity and hold Assignor, its
                  officers,
                  directors, employees and agents, harmless from and against
                  any
                  and
                  all claims, demands, suits, causes of
                  action and
                  any sanctions of every kind and character, including reasonable
                  attorneys'
                  fees,
                  court costs and costs of investigation, which may be made or asserted
                  by
                  any
                  party on account of personal injury, death or property damage,
                  including
                  claims for pollution, environmental damage or remediation, any
                  fines or
                  penalties assessed
                  on account of
                  such
                  damage and causes of action alleging statutory liability
                  caused
                  by,
                  arising out of, or in any way incidental to operations
                  conducted
                  on the Property subsequent
                  to the Effective Date or in any way
                  connected
                  with the physical condition of the Property,
                  the equipment or facilities located on the Property as of the Effective
                  Date. 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	2.	
                Assignee
                  hereby assumes sole and complete responsibility for the proper
                  and timely
                  removal of all well
                  equipment
                  and personal property
                  from
                  the
                  Property in accordance with any applicable
                  oil and gas leases and governmental regulations pertaining
                  thereto
                  and, from and after
                  the Effective Date, for any and all damages or
                  liability arising
                  out
                  of or in any way connected
                  with said equipment and its
                  removal,
                  use and maintenance.
                  

              


      

       

      
        	
              	3.	
                Assignor
                  shall protect, defend, indemnify
                  and hold harmless Assignee,
                  its officers,
                  directors,
                  employees
                  and agents from and against any and all claims, demands, suites,
                  causes of
                  actions, and any sanctions
                  of every kind and character,
                  including
                  reasonable
                  attorneys· fees,
                  court costs,
                  and costs of investigation,
                  which
                  may
                  be
                  made or
                  asserted
                  by
                  any
                  party
                  on
                  account
                  of personal
                  injury, death, or
                  property
                  damage,
                  including claims
                  for
                  pollution,
                  environmental damage or remediation,
                  any fines or penalties
                  assessed
                  on
                  account of
                  such
                  damage and causes
                  of action alleging statutory
                  liability caused by, arising
                  out of,
                  or in any way
                  incidental to
                  operations conducted on the Property prior
                  to
                  the Effective Date. 

              


      

       

      
        	
              	4.	
                Except
                  as provided herein, this Assignment is made without warranties
                  or
                  representations of any kind (including, without limitation, warranties
                  or
                  title) , all representations and warranties
                  being
                  expressly
                  disclaimed:
                  specifically
                  in this connection, but without limiting the
                  generality of the foregoing. ALL EQUJPMENT, OTHER PERSONAL PROPERTY
                  AND FIXTURES SOLD AND CONVEYED TO ASSIGNEE HEREIN IS SOLD AND CONVETED
                  ON
                  NA “AS IS” AND “WHERE IS” BASIS AND ASSIGNOR
                  MAKES NO REPRESENTATIONS
                  OR WARRANTIES, EITHER EXPRESS OR IMPLIED AS TO THE
                  MERCHANTABILITY, QUALITY, CONDITION, OR FITNESS
                  FOR
                  A PARTICULAR
                  PURPOSE OF SUCH EQUIPMENT, OTHER PERSONAL PROPERTY AND
                  FIXTURES. 

              


      

       

      THE
        PARTIES AGREE
        THAT,
        TO
        THE EXTENT REQUIRED
        BY
        LAW TO
        BE APPLICABLE, THE DISCLAIMERS
        CONTAINED
        WITHIN
        THIS PARAGRAPH
        ARE
        "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSE OF ANY LAW,
        RULE
        OR
ORDER.
        

       

      
        	
              	5.	
                Assignor
                  shall be responsible for all taxes
                  arising from
                  operation of the Property and production
                  therefrom prior
                  to
                  the Effective
                  Date
                  hereof. Assignee shall be responsible for all
                  taxes arising from operation
                  of the
                  Property and production therefrom after
                  the
                  Effective Date
                  hereof. Property taxes for the current tax
                  year shall
                  be prorated between Assignor and Assignee
                  as of the
                  Effective
                  Date. Assignee shall
                  pay
                  and bear all
                  sales
                  taxes, if any, and all
                  documentary
                  transfer
                  taxes
                  relating to the transfer
                  of the
                  Property. Assignee shall promptly
                  cause
                  this Assignment
                  and
                  Bill of Sale to be recorded
                  and
                  shall furnish
                  Assignor
                  with a recorded
                  copy thereof. Assignee shall pay and bear all recording fees and
                  similar
                  costs relative
                  to the Property it
                  acquires.
                  

              


      

       

      
        	
              	6.	
                As
                  part of the consideration for
                  the
                  execution
                  and
                  delivery of this
                  instrument by
                  Assignor, Assignee
                  agrees to all of the terms
                  and
                  provisions hereof and joins in the execution of this instrument
                  to
                  evidence this agreement. 

              


      

       

      
        	
              	7.	
                This
                  Assignment shall be
                  binding
                  upon and inure to the benefit of
                  Assignee
                  and Assignor
                  and
                  their
                  respective successors and assigns. 

              


      

       

      
        	
              	8.	
                This
                  Assignment is subject to that certain Letter Agreement dated January
                  25.
                  2003 by and between
                  Assignor and Assignee. 

              


      

       

      
        	
              	9.	
                Assignor
                  agrees that it
                  shall
                  execute
                  and
                  deliver to Assignee any governmental documentation
                  required by
                  the
                  Bureau of Indian Affairs which they
                  would
                  require in order to
                  effectuate this Assignment and Bill of Sale.


              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXECUTED
        as
        of
the
        day
        and
        year
first
        written
        above. 

       

      
        	 	 	 
	ASSIGNOR:	CONQUEST EXPLORATION COMPANY, LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Manager
	 	 


      

       

      
        		 	 
	ASSIGNEE:	OSAGE ENERGY, LLC
	 
 	 
 	 
 
	By:	  	
	
                
                  
 

              	
                
Greg
                Franklin, Manager
	 	
              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      EXHIBIT
        A

      


      To
        that
        certain Assignment
        and
        Bill
        of Sale dated January ___, 2004, by
        and
        between Conquest Exploration Company, LLC and
        Osage
        .Energy, LL.C.
        covering
        lands, wells and equipment in Osage
        County. Oklahoma to wit:
        

       

      PROPERTIES:
        

       

      Oil
        and
        Gas Leases:
        

      


      Osage
        Lease: SE/4 Section 30-21N-10E, BIA Contract Number 17700, dated
        7/21/99.

      Hopper
        Lease: NE/4 Section
        31-21N-10E, BIA Contact
        Number 17701, dated 7/21/99.

      Hopper
        Lease: NW/4 Section
        31-21N-10E,
        BIA
        Contract Number
        17702,
        dated 7/21/99.
        

      


      All
        of
        the above said Oil and Gas Leases shall be delivered to Assignee at 81.25%
        Net
        Revenue Interest lease.

      


      Wells
        and
Associated:
        Sub-Surface Pipe and Equipment and Surface Equipment: 

       

      Osage
        #1,2,3,4,5,6,7,8 and 10 located in SE/4 of Section 30-21N-10E.

       

      Hopper
        #1,2,3,4,5,6,7,8,9,10,11,12,13,14,15,16,17,18 and 19 located in N/2 of Section
        31-21N-10E.

       

      Any
        and
        all
        other
        wells, property and equipment located and associated with any wells located
        in
the
        SE/4
        of Section 30 and the N/2 of Section 31, all in Township 21N, Range 10E,
        Osage
        County, Oklahoma and not specifically described hereinabove.