Filed by Automated Filing Services Inc. (604) 609-0244 - Fairchild International Corporation - Exhibit 10.2






Exhibit 10.2

ASSIGNMENT AGREEMENT

	 	THIS AGREEMENT is made effective this 1st day
      of November, 2005. 	 
	 	  	 
	BETWEEN: 		 
	 	  	 
	
           
	
      975110 Alberta Ltd. , a company incorporated under the laws of
        the Province of Alberta with a registered office located at 78 Belleville
        Avenue, Spruce Grove, Alberta, T7A 1H8 
	 


	 	  	 
	 	("975 Ltd.”) 	 
	 		OF THE FIRST PART
	 	  	 
	AND: 		 
	
             
	
      SYNGAS ENERGY CORP., a company incorporated pursuant to the laws
        of British Columbia with a registered and records office located at 200
        – 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2;
      
	 



	 	  	 
	 	("Syngas”) 	 
	 	  	 
	 		OF THE SECOND PART
	WHEREAS: 		 



	
      A. 
	
      975 Ltd. is a party to an Agreement with Richard S. Sadowski  (“Sadowski”)
        dated February 14, 2005, whereby Sadowski has agreed to assign to 975
         Ltd. the entire right and title to an invention entitled “Process
        an Apparatus for Low Cost  Hydrogen Generation” (the “Hydrogen
        Invention”) in consideration for payment of  $25,000 U.S. dollars
        and certain royalties; 





	  	  
	
      B. 
	
      975 Ltd. now wishes to assign to Syngas all of 975 Ltd.’s rights,
        title and  interests in the Agreement; 




     NOW, THEREFORE, in consideration of the foregoing
  and the mutual agreements contained herein, the parties hereto agree as follows:

	1. 	
      975 Ltd. hereby grants, assigns, transfers and sets over absolutely and
        unconditionally unto Syngas all of its rights, title and interest, both
        in law and in equity in and to the Agreement and to the Hydrogen Invention
        and Syngas hereby accepts such assignment. Upon the execution and delivery
        of this Assignment Agreement (and any other written instrument as may
        be reasonably requested by Syngas in order to give effect to this assignment)
        by 975 Ltd., Syngas shall, as of the date hereof, acquire all of the rights,
        title and interest of 975 Ltd. pursuant to the Agreement.



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	2. 	 Syngas agrees to make a payment of $25,000 U.S. dollars
        to Sadowski within 2 weeks of receiving an executed copy of this Assignment
        Agreement.

	 	 	 
	3. 	 975 Ltd. represents and warrants to Syngas that:

	 	 	 
		a. 	 975 Ltd. has full right and authority to assign the Agreement and
        the Hydrogen Invention to Syngas;

	 	 	 
		b. 	 975 Ltd.’s interests in the Agreement and the Hydrogen Invention
        are free and clear of all liens, charges, encumbrances and judgments of
        any nature or kind whatsoever; and

	 	 	 
		c. 	 975 Ltd. will indemnify, defend and save harmless Syngas from and
        against any and all actions, suits, losses, damages and expenses which
        Syngas may suffer or incur or be put to by reason of any of the warranties
        or representations set forth in section 3 being untrue or incorrect.

	 	 	 
	4. 	 Syngas assumes and agrees to observe, perform, be bound
        by and be liable under, as an obligation of 975 Ltd., each and every covenant,
        term and obligation of 975 Ltd. under the Agreement, and hereby agrees
        to indemnify, defend and save harmless 975 Ltd. from and against any and
        all actions, suits, losses, damages and expenses which 975 Ltd. may suffer
        or incur or be put to by reason of the failure to do any of the same.

	 	 	 
	5. 	 975 Ltd. expressly authorizes Syngas to collect, demand,
        sue for, enforce, recover and receive, dispose of, realize or enforce
        any of the rights, title and interests conveyed by this agreement, as
        Syngas deems advisable, either in the name of 975 Ltd. or in Syngas’
        name without notice to 975 Ltd. and without prejudice to any rights which
        Syngas may have against 975 Ltd.

	 	 	 
	6. 	 975 Ltd. agrees that it will from time to time and at all
        times hereafter at the request of Syngas execute and deliver to Syngas
        such further assurances for the better and more perfect assignment of
        the Agreement and the Hydrogen Invention, or either of them, as Syngas
        may require.

	 	 	 
	7. 	 This agreement shall be binding and shall enure to the benefit
        of the parties and their respective successors and assigns.

	 	 	 
	8. 	 The invalidity or unenforceability of any provision of this
        agreement or any part thereof shall not affect the validity or enforceability
        of the remainder of this agreement or such provision.

	 	 	 
	9. 	 This agreement may be signed in counterpart, each of which
        shall be an original (and each signed copy sent by electronic facsimile
        transmission shall be deemed to



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		 be an original), with the same effect as if the signatures thereto
        and hereto were upon the same instrument.

	 	 
	10. 	 This agreement shall be governed by and construed in accordance with
        the law of British Columbia. Both parties agree to attorn to the exclusive
        jurisdiction of British Columbia.



IN WITNESS WHEREOF the parties have executed this agreement as
of the date first above written.

SYNGAS ENERGY CORP.

	per:     /s/Anish Somani
    
	           Anish
      Somani, President 
	 
	  
	975110 ALBERTA LTD. 
	 
	  
	Per:      /s/Wilf Ouellette
    
	             Wilf
      Ouellette, President 


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