EXHIBIT 10.1

                    ASSIGNMENT, BILL OF SALE, AND CONVEYANCE

     THIS  ASSIGNMENT,  BILL OF SALE, AND CONVEYANCE (hereinafter referred to as
"Assignment")  is  entered  into  effective  September  1,  2005, from ALTEX OIL
CORPORATION,  a  Utah  corporation,  P.O.  Box  1057,  Breckenridge,  Colorado
80424-1057,  PROSERVE  CORPORATION,  a  Colorado  corporation,  985  Tabor  St.,
Lakewood,  CO  80401-4793,  United  States, and RALPH KAUFMAN 2821 NE 21st Ave.,
Lighthouse  Point,  Florida  33064  (hereinafter  collectively  referred  to  as
"Assignors")  to  POWDER RIVER COAL COMPANY, a Delaware corporation (hereinafter
referred  to  as  "Assignee"),  P.O.  Box  1508,  Gillette,  Wyoming  82717.

     For  Ten  Dollars  ($10.00)  and other good and valuable consideration, the
receipt  and  sufficiency  of  which  Assignors  hereby  acknowledge, Assignors,
subject  to  the  reservation  set forth below, hereby transfer, grant, bargain,
sell,  convey,  and assign to Assignee all of Assignors' right, title, interest,
and  privileges,  and  Assignee  hereby  assumes  all  of  Assignors' duties and
obligations  in  and  with  respect  to,  the  following:

1.   The  oil  and gas leases described and limited to the lands on Exhibit "A",
     together  with all the property and rights appurtenant or incident thereto,
     including, without limitation, all rights of Assignors in oil, gas, coalbed
     methane  and  associated  substances,  and  other  minerals  produced  or
     producible  from  or  attributable  to  the  leases or to any units, pooled
     areas,  or  communitized  areas that cover or include all or any portion of
     the  land  described  on  Exhibit  "A",  and  all  permits,  easements,
     rights-of-way,  licenses, and orders in any way relating to the leases, and
     all  amendments  to  any  of  the  foregoing  (the  "Leases").
2.   The  wells  (hereinafter  referred to as "Wells") described in Exhibit "A",
     together  with  all  personal property, well equipment, fixtures, equipment
     inventory,  materials,  and improvements, whether real, personal, or mixed,
     used  by  Assignors  solely and exclusively in connection with the Wells or
     with  the  production,  treatment,  or  sale  of hydrocarbons and all other
     substances  produced  therefrom  or  attributable  thereto.
3.   Options,  farmout agreements, exploration agreements, operating agreements,
     permits  and  approvals,  sales  contracts and other agreements granting to
     Assignors  the  right to earn or to acquire a right, interest, or privilege
     in  the  Leases  and Wells or to manage, operate, produce and sell oil, gas
     and  coalbed  methane  from  such  Leases  or  Wells  (the  "Agreements").

The  Leases,  Wells,  and  Agreements  are referred to herein as the "Property".

     To  have and to hold the Property unto Assignee, its successors and assigns
forever.

     It  is the intent of Assignors to convey to Assignee Assignors' interest in
the  property  insofar,  and  only insofar, as specifically described on Exhibit
"A".  All  interests  not  specifically described are reserved unto Assignors in
the  proportions  that  Assignors  currently  own  these  interests.

     Assignors  also  hereby  grant and transfer to Assignee, its successors and
assigns,  to the extent so transferable, the benefit of and the right to enforce
the  covenants,  representations,  and  warranties,  if any, which Assignors are
entitled  to  enforce with respect to the Leases against Assignors' predecessors
in  title  to the Leases. THIS ASSIGNMENT IS MADE WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY  OR REPRESENTATION AS TO ANY SUCH COVENANT, REPRESENTATION OR WARRANTY,
IF  ANY,  AND  THE  MERCHANTABILITY  OF  ANY  OF  THE  PROPERTY,  OR  THEIR


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FITNESS  FOR ANY PURPOSE.  THE PROPERTY IS CONVEYED TO ASSIGNEE AS IS, WHERE IS.

     This  Assignment  may  be  executed in any number of counterparts, and each
counterpart  hereof  shall  be deemed to be an original instrument, but all such
counterparts  shall  constitute  but  one  assignment.

     Unless provided otherwise, all recording references in Exhibit A are to the
official  records  of  Campbell  County,  Wyoming.

     This  Assignment  shall  bind  and  inure  to  the benefit of Assignors and
Assignee  and  their  respective  heirs,  successors  and  assigns.

                         ASSIGNORS
                         ALTEX  OIL  CORPORATION


                         /s/  Steven  H.  Cardin
                         Steven  H.  Cardin,  President

                         PROSERVE  CORPORATION

                         /s/  Joseph  M.  Aragon
                         Joseph  M.  Aragon,  President

                         RALPH  KAUFMAN


                         /s/  Ralph  Kaufman
                         Ralph  Kaufman

                         ASSIGNEE
                         POWDER  RIVER  COAL  COMPANY


                         /s/  Kemal  Williamson
                         Kemal  Williamson,  President


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<PAGE>
                                    EXHIBIT A
                                       TO
                     ASSIGNMENT, BILL OF SALE AND CONVEYANCE

                              PROPERTY DESCRIPTION

     Attached  to  and  made a part of that certain Assignment, Bill of Sale and
Conveyance  (hereinafter  referred  to  as  "Assignment") entered into effective
September  1, 2005, by and between Altex Oil Corporation et al. and Powder River
Coal  Company.

                       Leasehold Interests to be Assigned
                       ----------------------------------

A;     Lease Name or No.:         Federal Lease WYW-30185.
       Lessor:                    United States of America acting by and through
                                  its Department of the Interior.
       Lessee:                    John Balog
       Description:               T41N, R69W, 6th P.M.
                                  --------------------
                                  Section 6:  SE 1/4(aka Lots 16, 17, 22, 23)
       Lease Date:                Effective December 1, 1971.
       County and State:          Campbell County, Wyoming.
       Recorded:                  Not recorded.
       Reservations:              None.

B.     Lease Name or No.:         Federal Lease WYW-30185
       Lessor:                    United States of America acting by and through
                                  its Department of the Interior.
       Lessee:                    John Balog
       Description:               T41N, R69W, 6th P.M.
                                  --------------------
                                  Section 7:  W 1/2
       Lease Date:                Effective December 1, 1971.
       County and State:          Campbell County, Wyoming.
       Recorded:                  Not Recorded.
       Reservations:              None.


                                      Wells
                                      -----

Well  Number:  Thunder  Creek  Federal "K" #1; SE 1/4 SE 1/4 of Section 6, T41N,
R69W  (completed  in  the  Muddy  formation).

All  equipment  included.

Well  Number:  Thunder  Creek  Federal "R" #1; SE 1/4 NW 1/4 of Section 7, T41N,
R69W  (completed  in  the  Muddy  formation).

All  equipment  included.


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Well  Number:  Thunder  Creek  Federal "R: #2; SE 1/4 SW 1/4 of Section 7, T41N,
R69W  (completed  in  the  Muddy  formation).

All  equipment  included.


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