EXHIBIT 10.1

                      ASSIGNMENT AND ASSUMPTION AGREEMENT

      THIS  ASSIGNMENT AND ASSUMPTION  AGREEMENT (the  "Agreement")  is made and
entered into this 19th day of April, 2004, by and between BPK RESOURCES, INC., a
Nevada  corporation  (the  "BPK"),  and  MONTEX  EXPLORATION,  INC.,  a Delaware
corporation ("Montex").

                                    RECITALS

      WHEREAS, the Board of Directors of Montex and BPK have approved,  and deem
it  advisable  and in the best  interests  of  their  respective  companies  and
stockholders to consummate,  the transactions contemplated hereby upon the terms
and subject to the conditions set forth in this Agreement; and

      WHEREAS,  Montex  is the  owner of a certain  undivided  right to  mineral
claims and concessions (collectively,  the "Rights"), as more fully described in
that certain  Letter of Intent,  executed in November  2003,  between Bell Coast
Capital Corp. and Montex,  a copy of which is attached  hereto as Exhibit A (the
"Letter of Intent"); and

      WHEREAS,  Montex  wishes to assign to BPK,  and BPK wishes to accept  from
Montex, the Rights and all other rights Montex has under the Letter of Intent.

      NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and  the
representations,  warranties, covenants and agreements contained herein, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  and  intending to be legally  bound  hereby,  the parties
hereto hereby agree as follows:

                                    ARTICLE I

                            ASSIGNMENT AND ASSUMPTION

      1.1   ASSIGNMENT AND ASSUMPTION.

            Upon the  terms  and  subject  to the  conditions  set forth in this
Agreement,  on the Closing Date (as defined below),  the following  transactions
(the "Transactions") shall be consummated:

            (a) Montex  shall  assign,  transfer,  convey and deliver to BPK one
hundred percent (100%) of the Rights owned by Montex and all other rights Montex
has under the  Letter of  Intent,  and BPK shall  accept  all  right,  title and
interest to the Rights and such other rights;

            (b) BPK shall assume and  faithfully  perform and fulfill all of the
liabilities and obligations of Montex under the Letter of Intent;

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            (c) BPK shall: (i) issue to Montex five million  (5,000,000)  shares
(the "Shares") of common stock,  par value $.001 per share,  of BPK ("BPK Common
Stock"), (ii) pay to Montex One Hundred Eighty-Four Thousand Dollars ($184,000),
and (iii)  reimburse  Montex for all fees and expenses (the "Fees and Expenses")
incurred by Montex in connection with the preparation, negotiation and execution
of this Agreement.

      1.2   CLOSING DATE.

            The closing of the Transactions  (the "Closing") shall take place at
a time and on a date to be specified by the parties (the "Closing  Date") at the
offices  of Spector  Gadon & Rosen,  P.C.,  1635  Market  Street,  Philadelphia,
Pennsylvania  19103,  or at such other place as may be  mutually  agreed upon in
writing by the parties hereto. At the Closing:  (i) Montex and BPK shall execute
any and all  documents,  certificates,  consents  and  agreements  necessary  to
effectuate  the  transfer of the Rights,  and to transfer and assign any and all
other  rights  Montex has under the Letter of  Intent;  (ii) BPK shall  issue to
Montex  certificates  evidencing  the Shares;  (iii) BPK shall pay to Montex One
Hundred  Eighty-Four  Thousand  Dollars  ($184,000) by check or wire transfer of
immediately available funds; (iv) BPK shall pay to Montex an amount equal to the
value  of the Fees  and  Expenses  by  check  or wire  transfer  of  immediately
available funds; and (v) each of the parties to this Agreement shall execute any
and all  additional  documents and  agreements,  provide any and all  additional
consents and  approvals,  and take all such other actions as are required  under
this Agreement to complete the Transactions.

                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF MONTEX

            Montex hereby makes the following  representations and warranties to
BPK:

      2.1   ORGANIZATION AND QUALIFICATION.

            Montex is duly  organized,  validly  existing  and in good  standing
under the laws of its jurisdiction of organization, with the corporate power and
authority to own and operate its business as presently  conducted,  except where
the failure to be or have any of the foregoing would not have a Material Adverse
Effect.  Montex is duly qualified as a foreign corporation to do business and is
in good  standing in each  jurisdiction  where the  character of its  properties
owned  or  held  under  lease  or  the  nature  of  its  activities  makes  such
qualification necessary,  except for such failures to be so qualified or in good
standing as would not, individually or in the aggregate, have a Material Adverse
Effect

      2.2   AUTHORIZATION; VALIDITY AND EFFECT OF AGREEMENT.

            Montex has the requisite  corporate  power and authority to execute,
deliver and perform its  obligations  under this Agreement and to consummate the
Transactions.  The  execution  and delivery of this  Agreement by Montex and the
performance by Montex of its obligations  hereunder and the  consummation of the
Transactions  have been duly  authorized by its board of directors and all other
necessary  corporate  action  on the  part of  Montex,  and no  other  corporate

<PAGE>

proceedings  on the part of Montex are necessary to authorize this Agreement and
the  Transactions.  This  Agreement  has been  duly  and  validly  executed  and
delivered by Montex and, assuming that it has been duly authorized, executed and
delivered  by the other party  hereto,  constitutes  a legal,  valid and binding
obligation  of  Montex,  enforceable  against it in  accordance  with its terms,
subject  to  the  effects  of  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium  and other  similar  laws  relating to or  affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

      2.3   NO CONFLICT; REQUIRED FILINGS AND CONSENTS.

            Neither the execution  and delivery of this  Agreement by Montex nor
the performance by Montex of its obligations hereunder,  nor the consummation of
the Transactions,  will: (i) conflict with Montex's Certificate of Incorporation
or  Bylaws;  (ii)  violate  any  statute,  law,  ordinance,  rule or  regulation
applicable  to Montex or any of its  properties  or  assets;  or (iii)  violate,
breach,  be in conflict  with or  constitute  a default (or an event that,  with
notice or lapse of time or both,  would  constitute a default)  under, or permit
the  termination  of any  provision  of, or result in the  termination  of,  the
acceleration  of the maturity of, or the  acceleration of the performance of any
obligation of Montex under, or result in the creation or imposition of any Liens
upon any properties,  assets or business of Montex under, any material  contract
or any order,  judgment or decree to which  Montex is a party or by which Montex
or any of its assets or properties is bound or encumbered except, in the case of
clauses (ii) and (iii), for such violations,  breaches,  conflicts,  defaults or
other  occurrences  that,  individually  or in the  aggregate,  would not have a
Material Adverse Effect.

      2.4   TITLE TO THE RIGHTS.

            Montex has good and marketable title to the Rights, nee and clear of
all Liens and  Encumbrances.  Montex  has  delivered  to BPK or  otherwise  made
available,  correct and  complete  copies of all  material  agreements  or other
material  instruments  relating  to the  Rights.  There  are no  pending  or, to
Montex's knowledge,  threatened  proceedings relating to the Rights.  Except for
this Agreement (i) there are no  outstanding  agreements,  preemptive  rights or
other rights to subscribe  for,  purchase or otherwise  acquire the Rights,  and
(ii) there are no outstanding obligations of any Person to repurchase, redeem or
otherwise acquire any of the Rights.

      2.5   INVESTMENT INTENT.

            The Shares being acquired in connection  with the  Transactions  are
being  acquired for Montex's own account for  investment  purposes  only and not
with a view to, or with any present intention of,  distributing or reselling any
of such  Shares.  Montex  acknowledges  and agrees that the Shares have not been
registered under the Securities Act or under any state securities laws, and that
the Shares may not be, directly or indirectly,  sold,  transferred,  offered for
sale, pledged,  hypothecated or otherwise disposed of without registration under
the Securities Act and applicable state  securities laws,  except pursuant to an
available exemption from such registration.  Montex also acknowledges and agrees
that  neither  the SEC nor  any  securities  commission  or  other  Governmental
Authority has (a) approved the transfer of the Shares or passed upon or endorsed

<PAGE>

the merits of the transfer of the Shares, this Agreement or the Transactions; or
(b)  confirmed  the accuracy of,  determined  the adequacy of, or reviewed  this
Agreement.   Montex  has  such  knowledge,   sophistication  and  experience  in
financial, tax and business matters in general, and investments in securities in
particular,  that it is  capable  of  evaluating  the  merits  and risks of this
investment in the Shares, and Montex has made such  investigations in connection
herewith  as  it  deemed  necessary  or  desirable  so as to  make  an  informed
investment  decision without relying upon BPK for legal or tax advice related to
this investment.  Montex is an "accredited  investor" within the meaning of Rule
501 promulgated under the Securities Act.

      2.6   BROKERS AND FINDERS FEES.

            Neither  Montex  or any  of  its  subsidiaries,  nor  any  of  their
respective officers,  directors,  employees or managers, has employed any broker
or finder or incurred any liability for any investment  banking fees,  brokerage
fees,  commissions or finders fees in connection with the Transactions for which
Montex or any of its subsidiaries has or could have any liability.

                                   ARTICLE III

                      REPRESENTATIONS AND WARRANTIES OF BPK

      BPK hereby makes the following representations and warranties to Montex:

      3.1   ORGANIZATION AND QUALIFICATION.

            (a) BPK is duly  organized,  validly  existing and in good  standing
under the laws of its jurisdiction of organization, with the corporate power and
authority to own and operate its business as presently  conducted,  except where
the failure to be or have any of the foregoing would not have a Material Adverse
Effect.  BPK is duly  qualified as a foreign  corporation  or other entity to do
business and is in good standing in each jurisdiction where the character of its
properties owned or held under lease or the nature of its respective  activities
makes such qualification necessary.  except for such failures to be so qualified
or in good standing as would not have a Material Adverse Effect.

      3.2   AUTHORIZATION; VALIDITY AND EFFECT OF AGREEMENT.

            BPK has the  requisite  corporate  power and  authority  to execute,
deliver and perform its  obligations  under this Agreement and to consummate the
Transactions.  The  execution  and  delivery  of this  Agreement  by BPK and the
performance  by BPK of its  obligations  hereunder and the  consummation  of the
Transactions  have been duly  authorized by its Board of Directors and all other
necessary  corporate  action  on  the  part  of  BPK,  and  no  other  corporate
proceedings on the part of BPK are necessary to authorize this Agreement and the
Transactions. This Agreement has been duly and validly executed and delivered by
BPK and,  assuming that it has been duly  authorized,  executed and delivered by
the other parties hereto,  constitutes a legal,  valid and binding obligation of
BPK in  accordance  with  its  terms,  subject  to the  effects  of  bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium and other similar

<PAGE>

laws relating to or affecting  creditors'  rights  generally,  general equitable
principles  (whether  considered  in a  proceeding  in  equity or at law) and an
implied covenant of good faith and fair dealing.


      3.3   NO CONFLICT; REQUIRED FILINGS AND CONSENTS.

            Neither the  execution and delivery of the Agreement by BPK, nor the
performance  by BPK of its  obligations  hereunder  or the  consummation  of the
Transactions, will: (i) conflict with BPK's Articles of Incorporation or Bylaws;
(ii) violate any statute,  law, ordinance,  rule or regulation applicable to BPK
or any of its  properties or assets;  or (iii) violate,  breach,  be in conflict
with or constitute a default (or an event which, with notice or lapse of time or
both,  would  constitute  a default)  under,  or permit the  termination  of any
provision of, or result in the termination of, the  acceleration of the maturity
of, or the acceleration of the performance of any obligations of, BPK, or result
in the creation or imposition of any Lien upon any of its properties,  assets or
business under, any material contract or any order,  judgment or decree to which
BPK is a party or by which it or any of its  assets  or  properties  is bound or
encumbered  except,  in the case of clauses (ii) and (iii), for such violations,
breaches, conflicts, defaults or other occurrences which, individually or in the
aggregate, would not have a Material Adverse Effect on its obligation to perform
its covenants under this Agreement.

      3.4   ISSUANCE OF SHARES.

            The Shares have been duly  authorized  and, when issued and paid for
in  accordance  with this  Agreement,  will be  validly  issued,  fully paid and
non-assessable  shares of BPK Common Stock, with no personal liability resulting
solely  from the  ownership  of such  shares,  and will be free and clear of all
liens, charges, restrictions, claims and encumbrances imposed by or through BPK.

      3.5   BROKERS AND FINDERS.

            Neither  BPK  nor  any  of its  officers,  directors,  employees  or
managers,  has employed any broker or finder or incurred any  liability  for any
investment  banking  fees,  brokerage  fees,  commissions  or  finders'  fees in
connection with the Transactions for which BPK has or could have any liability.

                                   ARTICLE IV

                                CERTAIN COVENANTS

      4.1   CONFIDENTIALITY.

            Each party shall hold, and shall cause its respective Affiliates and
representatives  to hold, all  Confidential  Information made available to it in
connection  with the  Transactions  in  strict  confidence,  shall  not use such
information except for the sole purpose of evaluating the Transactions and shall
not disseminate or disclose any of such information other than to its directors,

<PAGE>

officers,  managers,  employees,  shareholders,  interest  holders,  Affiliates,
agents and representatives, as applicable, who need to know such information for
the sole purpose of evaluating the Transactions  (each of whom shall be informed
in  writing  by  the  disclosing  party  of  the  confidential  nature  of  such
information  and  directed  by such party in  writing to treat such  information
confidentially).  The above  limitations  on use,  dissemination  and disclosure
shall  not  apply  to  Confidential  Information  that  (i)  is  learned  by the
disclosing  party from a third party entitled to disclose it; (ii) becomes known
publicly other than through the disclosing party or any third party who received
the same from the disclosing  party,  provided that the disclosing  party had no
knowledge   that  the   disclosing   party  was  subject  to  an  obligation  of
confidentiality;  (iii) is required by law or court order to be disclosed by the
parties;  or (iv) is disclosed with the express prior written consent thereto of
the other party.  The parties shall undertake all necessary steps to ensure that
the  secrecy and  confidentiality  of such  information  will be  maintained  in
accordance  with the  provisions of this Section 4.1.  Notwithstanding  anything
contained  herein to the  contrary,  in the event a party is  required  by court
order or  subpoena  to  disclose  information  that is  otherwise  deemed  to be
confidential or subject to the confidentiality  obligations hereunder,  prior to
such   disclosure,   the  disclosing   party  shall:  (i)  promptly  notify  the
non-disclosing party and, if having received a court order or subpoena,  deliver
a  copy  of the  same  to the  nondisclosing  party;  (ii)  cooperate  with  the
non-disclosing party, at the expense of the non-disclosing party, in obtaining a
protective or similar order with respect to such information;  and (iii) provide
only that  amount of  information  as the  disclosing  party is  advised  by its
counsel is necessary to strictly comply with such court order or subpoena.

      4.2   PUBLIC ANNOUNCEMENTS.

            Montex shall  consult with BPK before  issuing any press  release or
otherwise making any public  statements with respect to the Transactions or this
Agreement,  and shall not issue any other press release or make any other public
statement without the prior written consent of BPK, except as may be required by
law or by  obligations  imposed under the rules or  regulations  of the Exchange
Act, the Securities Act or any rule or regulation  promulgated thereunder or any
rule or  regulation  of a  securities  exchange or the National  Association  of
Securities Dealers.

      4.3   PROHIBITION ON TRADING IN BPK SECURITIES.

            Montex acknowledges that information concerning the matters that are
the  subject  matter  of  this  Agreement  may  constitute  material  non-public
information under United States federal  securities laws, and that United States
federal securities laws prohibit any Person who has received material non-public
information  relating to BPK from  purchasing  or selling  securities of BPK, or
from communicating  such information to any Person under  circumstances in which
it is  reasonably  foreseeable  that such  Person is likely to  purchase or sell
securities  of  BPK.  Accordingly,  until  such  time  as  any  such  non-public
information  has been adequately  disseminated  to the public,  Montex shall not
purchase or sell any  securities of BPK or communicate  such  information to any
other Person.

<PAGE>

        4.4 FURTHER ASSURANCES.

            Each of the parties hereto agrees to use its reasonable best efforts
to take or cause  to be  taken  all  action,  to do or cause to be done,  and to
assist and cooperate with the other party hereto in doing, all things necessary,
proper or advisable under  applicable laws to consummate and make effective,  in
the most expeditious manner practicable,  the Transactions,  including,  but not
limited to: (i) the satisfaction of the conditions  precedent to the obligations
of any of the parties hereto;  (ii) the defending of any lawsuits or other legal
proceedings,  whether judicial or administrative,  challenging this Agreement or
the  performance  of the  obligations  hereunder;  and (iii) the  execution  and
delivery of such instruments, and the taking of such other actions, as the other
party  hereto  may  reasonably  require in order to carry out the intent of this
Agreement.

      4.5   NOTIFICATION OF CERTAIN MATTERS.

            Each party hereto shall  promptly  notify the other party in writing
of any  events,  facts or  occurrences  that  would  result in any breach of any
representation  or warranty or breach of any covenant by such party contained in
this Agreement.

                                    ARTICLE V

                                  MISCELLANEOUS

      5.1   ENTIRE AGREEMENT.

            This  Agreement and the schedules  and exhibits  hereto  contain the
entire  agreement  between the parties and  supercede all prior  agreements  and
understandings,  both written and oral,  between the parties with respect to the
subject matter hereof.

      5.2   AMENDMENT AND MODIFICATIONS.

            This Agreement may not be amended,  modified or supplemented  except
by an  instrument  or  instruments  in writing  signed by the party against whom
enforcement of any such amendment, modification or supplement is sought.

      5.3   EXTENSIONS AND WAIVERS.

            At any time prior to the Closing, the parties hereto entitled to the
benefits of a term or provision may (a) extend the time for the  performance  of
any of the  obligations  or other  acts of the  parties  hereto,  (b)  waive any
inaccuracies in the  representations  and warranties  contained herein or in any
document,  certificate  or  writing  delivered  pursuant  hereto,  or (c)  waive
compliance  with any  obligation,  covenant,  agreement or  condition  contained
herein.  Any  agreement  on the part of a party to any such  extension or waiver
shall be valid  only if set forth in an  instrument  or  instruments  in writing
signed by the party against whom  enforcement of any such extension or waiver is
sought.  No failure or delay on the part of any party  hereto in the exercise of
any right  hereunder  shall impair such right or be construed to be a waiver of,
or  acquiescence  in, any breach of any  representation,  warranty,  covenant or
agreement.

<PAGE>

      5.4   SUCCESSORS AND ASSIGNS.

            This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns,  provided,  however,
that no party  hereto may assign its rights or delegate  its  obligations  under
this  Agreement  without the express  prior  written  consent of the other party
hereto.  Nothing in this  Agreement  is intended to confer upon any person not a
party  hereto  (and  their   successors  and  assigns)  any  rights,   remedies,
obligations or liabilities under or by reason of this Agreement.

      5.5   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

            The  representations  and warranties  contained herein shall survive
the  Closing  and shall  thereupon  terminate  eighteen  (18)  months  after the
Closing,  except that the  representations  contained in Sections 2.1, 2.2, 2.4,
3.1,  3.2 and 3.4 shall  survive  indefinitely.  All  covenants  and  agreements
contained herein which by their terms contemplate  actions following the Closing
shall survive the Closing and remain in full force and effect in accordance with
their terms.  All other  covenants  and  agreements  contained  herein shall not
survive the Closing and shall thereupon terminate.

      5.6   HEADINGS; DEFINITIONS.

            The Section and Article  headings  contained in this  Agreement  are
inserted for  convenience  of reference  only and will not affect the meaning or
interpretation  of this  Agreement.  All  references  to  Sections  or  Articles
contained  herein mean Sections or Articles of this Agreement  unless  otherwise
stated.  All capitalized terms defined herein are equally applicable to both the
singular and plural forms of such terms.

      5.7   SEVERABILITY.

            If any provision of this Agreement or the application thereof to any
Person or circumstance is held to be invalid or unenforceable to any extent, the
remainder of this  Agreement  shall remain in full force and effect and shall be
reformed to render the Agreement valid and enforceable  while  reflecting to the
greatest extent permissible the intent of the parties.

      5.8   SPECIFIC PERFORMANCE.

            The  parties  hereto  agree that in the event that  Montex  fails to
consummate  the  Transactions  in accordance  with the terms of this  Agreement,
irreparable  damage  would  occur,  no  adequate  remedy at law would  exist and
damages  would be  difficult  to  determine,  and that BPK shall be  entitled to
specific  performance  in such  event,  without  the  necessity  of proving  the
inadequacy of money damages as a remedy,  in addition to any other remedy at law
or in equity.

      5.9   EXPENSES.

            Whether  or not the  Transactions  are  consummated,  and  except as
otherwise  expressly  set forth  herein,  all legal and other costs and expenses
incurred  in  connection  with  the  Transactions  shall  be paid  by the  party
incurring such expenses.

<PAGE>

      5.10  NOTICES.

            All notices  hereunder shall be sufficiently  given for all purposes
hereunder if in writing and delivered  personally,  sent by documented overnight
delivery  service or, to the extent receipt is confirmed,  telecopy,  telefax or
other electronic  transmission  service to the appropriate  address or number as
set forth below.

      If to BPK:                                with a copy to:

      BPK Resources, Inc.                       Spector Gadon & Rosen, P.C.
      5858 Westheimer Street                    1635 Market Street, 7th Floor
      Suite 709                                 Philadelphia, PA 19103
      Houston, Texas 77057                      Attention: Vincent A. Vietti,
      Esquire
      Attention: Chief Executive Officer

      If to Montex:

      Montex Exploration, Inc.
      III Presidential Boulevard, Suite 165
      Bala Cynwyd, PA 19004
      Attention: President

      5.11  GOVERNING LAW.

            This Agreement shall be governed by and construed in accordance with
the laws of the  Commonwealth of  Pennsylvania,  without regard to the laws that
might otherwise govern under applicable principles of conflicts of laws thereof,
except to the extent that the laws of the State of  Delaware  shall apply to the
internal corporate governance of Montex.

      5.12  ARBITRATION.

            If a dispute arises as to the  interpretation of this Agreement,  it
shall be decided in an  arbitration  proceeding  conforming  to the Rules of the
American Arbitration  Association  applicable to commercial  arbitration then in
effect at the time of the  dispute.  The  arbitration  shall  take  place in the
Commonwealth  of  Pennsylvania.   The  decision  of  the  Arbitrators  shall  be
conclusively  binding  upon the parties and final,  and such  decision  shall be
enforceable  as a judgment in any court of competent  jurisdiction.  The parties
shall share equally the costs of the arbitration.

      5.13  COUNTERPARTS.

            This  Agreement  may be  executed  in two or  more  counterparts  an
delivered  by  facsimile  transmission,  each of which  shall be deemed to be an
original, but all of which together shall constitute one and the same agreement.

<PAGE>

      5.14  CERTAIN DEFINITIONS.

            As used herein:

            (a)  "Affiliate"  shall have the  meanings  ascribed to such term in
Rule 12b-2 of the Exchange Act;

            (b) "Confidential Information" shall mean the existence and contents
of this  Agreement and any Schedules and Exhibits  hereto,  and all  proprietary
technical,  economic,  environmental,  operational,  financial  and/or  business
information  or material of one party which,  prior to or following  the Closing
Date, has been disclosed by Montex,  on the one hand, or BPK, on the other hand,
in written,  oral  (including  by  recording),  electronic or visual form to, or
otherwise has come into the possession of, the other;

            (c)  "Encumbrances"  shall  mean  any  security  or  other  property
interest or right,  claim,  lien,  pledge,  option,  charge,  security interest,
contingent or  conditional  sale,  or other title claim or retention  agreement,
interest  or other right or claim of third  parties,  whether  perfected  or not
perfected,  voluntarily  incurred or arising by operation of law, and  including
any  agreement  (other  than  this  Agreement)  to grant or submit to any of the
foregoing in the future;

            (d) "Exchange Act" shall mean the  Securities  Exchange Act of 1934,
as amended;

            (e)  "Governmental  Authority"  shall mean any nation or government,
any state,  municipality or other political  subdivision thereof and any entity,
body, agency,  commission or court, whether domestic,  foreign or multinational,
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions of or pertaining to government and any executive official thereof;

            (f) "Liens" shall mean liens,  pledges,  charges,  claims,  security
interests, purchase agreements, options, title defects, restrictions on transfer
or other  encumbrances,  or any agreements (other than this Agreement) to do any
of the foregoing,  of any nature whatsoever,  whether  consensual,  statutory or
otherwise;

            (g) "Material  Adverse  Effect" shall mean any adverse effect on the
business,  condition  (financial or otherwise) or results of operation of (i) in
the case of Montex,  Montex and its  subsidiaries,  if any,  that is material to
Montex and its  subsidiaries,  if any, taken as a whole,  or (ii) in the case of
BPK,  BPK  and  its  subsidiaries,  if  any,  that  is  material  to BPK and its
subsidiaries, if any, taken as a whole;

            (h) "Person" shall mean any  individual,  corporation,  partnership,
association, trust or other entity or organization,  including a governmental or
political subdivision or any agency or institution thereof;

            (i) "SEC" shall mean the Securities and Exchange Commission; and

<PAGE>

            (j)  "Securities  Act" shall  mean the  Securities  Act of 1933,  as
amended.

            IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
as of the date first above written.

                                       BPK RESOURCES, INC.



                                       By: /s/ Cecile E. Coady
                                           ----------------------------
                                           Cecile E. Coady
                                           Chief Executive Officer and Treasurer



                                       MONTEX EXPLORATION, INC.



                                       By: /s/ David Stevenson
                                           ----------------------------
                                           David Stevenson
                                           President

<PAGE>

                                Omitted Exhibit


      The following exhibit to the Assignment and Assumption has been omitted:

      Exhibit                       Exhibit Description

      A                             Letter of Intent

      The  Company  agrees to  furnish  supplementally  a copy of the  foregoing
omitted exhibit to the Securities and Exchange Commission upon request.