**Exhibit
        10.6**


**ASSIGNMENT
      AGREEMENT**







This
      ASSIGNMENT
      AGREEMENT (the “Assignment Agreement”) is made and entered into on this 21st day
      of June, 2006, between PIN PETROLEUM PARTNERS LTD, a company organized and
      existing under the laws of British Columbia (the “Assignor”), and RANCHER ENERGY
      CORP., a company organized and existing under the laws of Nevada, USA.








**WITNESSETH:**





WHEREAS,
      the
      Assignor has certain rights and obligations under the Burke Ranch Unit Purchase
      & Participation Agreement dated June 20, 2006 (hereinafter referred to as
      the "Burke Ranch Agreement"), and





WHEREAS,
      the
      Assignor wishes to assign all of its rights and obligations in the Burke Ranch
      Agreement to the Assignee, and





WHEREAS,
      the
      Assignee accepts such assignment and has agreed to be bound by the Burke Ranch
      Agreement,





NOW,
      THEREFORE, in
      consideration of the mutual convenants and agreements contained herein, it
      is
      expressly agreed by the Assignor and the Assignee as follows:








1.
      The Assignor
      hereby assigns and transfers to the Assignee all of its rights and obligations
      in, to, and under the Burke Ranch Agreement, subject to all the terms and
      conditions thereof.





2.
      The Assignee
      hereby agrees to assume all of the Assignor's rights and obligations under
      the
      Burke Ranch Agreement.





3. The
      Assignor
      reaffirms and represents that the Burke Ranch Agreement is valid and in full
      force and effect, and that
      the
      representations and warranties contained in the Burke Ranch Agreement are true
      and correct on the date hereof.





4.
      As consideration for the assignment of the Burke Ranch Agreement, the Assignee
      agrees to (i) pay to the Assignor U.S.$ 250,000 within ninety (90) days from
      the
      date of this Assignment Agreement, and (ii) grant to the Assignor an overriding
      royalty interest in the sum of four percent (4%) from the Assignee’s portion of
      hydrocarbons to be exploited pursuant to the Burke Ranch Agreement.




5.
      By executing
      this Assignment Agreement, the Assignor and Assignee confirm (a) their intention
      to execute and deliver as promptly as practicable any other agreements with
      respect to this Assignment Agreement, and (b) to obtain the approval, agreement,
      and consent of their respective Boards of Directors or governing bodies with
      respect to this Assignment Agreement.





6.
      This Assignment
      Agreement shall be governed by the laws of the State of Wyoming, without giving
      effect to the principles of conflicts of law thereof.





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          2 -




IN
      WITNESS WHEREOF,
      the Assignor and the Assignee have executed this Assignment Agreement on the
      date first written above.








**PIN
      PETROLEUM PARTNERS LTD**








By: /s/
      William Friesen


Name:
      William
      Friesen


Title:
      Director








**RANCHER
      ENERGY CORP.**








By: 
/s/
      John Works


Name:
      John
      Works


Title:
      President
& CEO