Exhibit 10.17


    Exhibit
      10.17

    


    ASSIGNMENT
      AND BILL OF SALE

    


    


    This
      Assignment and Bill of Sale, effective as of 7:00 a.m., Central Standard Time
      the 1st
      day of
      August, 2005 (the "Effective Date"), is by and between Walter Johnson, [ADDRESS]
      (herein called "Assignor") and Affiliated Holdings, Inc., 1117 Herkimer St.,
      Suite 110, Houston, Texas 77008 (herein called "Assignee").

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      Assignor is the present owner of an interest in certain Oil, Gas and Mineral
      leases in Vermillion Parish, Louisiana, as more particularly identified on
      Exhibit "A" which is attached hereto and made a part hereof; and

    


    WHEREAS,
      Assignor has agreed to assign, sell and transfer to Assignee all of its right,
      title and interest in and to the leases, wells and personal property attached
      thereto as described in Exhibit "A" attached hereto and made a part hereof,
      all
      for the consideration and on the terms and conditions as expressed
      herein.

    


    NOW,
      THEREFORE, for and in consideration of the sum of Ten Dollars and other good
      and
      valuable consideration paid by Assignee to Assignor, the receipt and sufficiency
      of which are hereby acknowledged, Assignor, subject to the terms hereof, does
      hereby GRANT, BARGAIN, SELL, TRANSFER, CONVEY and ASSIGN unto Assignee, it
      successors and assigns, effective as of the above stated date, the
      following:

    


    
      	 	
              A.

            	
              (1)

            	
              An
                undivided 22.2638% interest in and to the Leases described on Exhibit
“A”
                attached hereto, together with a like interest in the wellbore of,
                and all
                production from, the C.P. Motty No. 7 Well (Serial No. 212782) located
                in
                Section 17, Township 12 South, Range 3 East, together with a like
                interest
                in all equipment and facilities associated with said well located
                on the
                lands affected by the Leases including, but not limited to, the equipment
                associated with said well shown on Exhibit “B” attached hereto LESS AND
                EXCEPT, however, all rights in, and production from, the wellbores
                of the
                wells listed in 2, 3 and 4 below, Assignee acquiring the interests
                in said
                wells and production as described in Paragraphs 2, 3 and 4,
                below.

            


    

     

                (2) An
      undivided 22.2638% interest in and to the wellbore for the C.P. Motty No. 8
      Well
      (Serial No. 225998) located in Section 17, Township 12 South, Range 3 East,
      together with a like interest in all production from said well and a like
      interest in all equipment and Facilities associated with said well located
      on
      the lands affected by the Leases including, but not limited to, the equipment
      associated with said well shown on Exhibit “B” attached hereto.

     

             (3) An
      undivided 22.2638% interest in and to the wellbore for the C.P. Motty Saltwater
      Disposal Well (Serial No. 970797) located in Section 17, Township 12 South,
      Range 3 East, together with a like interest in all production from said well
      and
      a like interest in all equipment and Facilities associated with said well
      located on the lands affected by the Leases including, but not limited to,
      the
      equipment associated with said well shown on Exhibit “B” attached
      hereto.

     

             (4) An
      undivided 22.2638% interest in and to the wellbore for the C.P. Motty No. 2
      Well
      (Serial No. 216890) located in Section 17, Township 12 South, Range 3 East,
      together with a like interest in all production from said well and a like
      interest in all equipment and Facilities associated with said well located
      on
      the lands affected by the Leases including, but not limited to, the equipment
      associated with said well shown on Exhibit “B” attached hereto.

    


    
      	 	 	
              (the
                interests described in Paragraph A(1), (2), (3) and (4) being hereinafter
                being collectively referred to as the “Lease Interests”), transfer of the
                Lease Interests herein being subject, however, to all reservations,
                provisions, conditions and burdens of record affecting the
                Leases.

            


    

    


    
      	 	
              B.

            	
              Any
                unitization, pooling, communitization agreements, declarations and
                orders
                relating to the Lease Interests and the units created thereby (including,
                without limitation, all units formed under orders, regulations, rules
                and
                other official acts of any federal, state or other governmental agency
                having jurisdiction), but only insofar as the same cover the Lease
                Interests, and subject additionally to the terms and provisions of
                said
                agreements, declarations and
                orders;

            


    

    


    
      	 	
              C.

            	
              Rights
                and obligations of Assignor accruing after the Effective Date under
                all
                presently existing oil and gas sales, purchase, exchange, transportation
                and processing agreements, casinghead gas contracts, operating agreements,
                farmouts and other contracts or agreements relating to the Lease
                Interests, as well as all gas balancing rights and obligations of
                Assignor
                respecting production prior to the Effective
                Date.

            


    

    


    
      	 	
              D.

            	
              All
                interests of Assignor in personal property, easements, permits, licenses,
                rights-of-way, gathering facilities, lease and well equipment, casing,
                tubing, and any and all other subsurface and surface equipment described
                on Exhibit B (hereinafter collectively called "Personal Property")
                situated upon or used in connection with the Lease
                Interests.

            


    

    


    Provided
      further, however, the Personal Property herein described is assigned,
      transferred and accepted by Assignee WITHOUT WARRANTY, EITHER EXPRESSED,
      STATUTORY OR IMPLIED, WHETHER AS TO DESCRIPTION, CONDITION, QUALITY, FITNESS
      FOR
      ANY PURPOSE, MERCHANTABILITY, COMPLETENESS, CONFORMITY TO ANY MODEL, SAMPLE
      OR
      DESCRIPTION OR OTHERWISE. Assignee has had an opportunity to inspect said
      Personal Property and accepts same on an AS-IS, WHERE-IS BASIS, subject to
      all
      obvious and latent defects and all risks inherent in using and operating
      same.

    


    The
      interests and rights specified in the foregoing subparagraphs A, B, C and D
      shall be collectively referred to herein as the "Properties."

    


    TO
      HAVE
      AND TO HOLD the Properties, together with any and singular, the rights and
      privileges appertaining thereto, unto Assignee and its successors and assigns
      forever. Assignor warrants title to the Properties by, through or under
      Assignor, but not otherwise, effective from the date first above written and
      with full substitution and subrogation to all rights and actions of warranty
      against prior owners. Assignor further warrants that to the best of its
      knowledge, the Lease Interests assigned hereunder are in full force and effect
      as of the date hereof and that there is no existing, or to the best of your
      knowledge threatened, litigation affecting the Properties.

    


    This
      Assignment and Bill of Sale and the rights transferred hereunder are subject
      to
      the terms and conditions of all unit agreements, as well as all operating
      agreements, pooling designations, unit orders, gas sales contracts and the
      production status of the Properties under all of same, as well as all other
      agreements and commitments presently in force, and any and all other matters,
      encumbrances and ownership interests as any of the foregoing may appear of
      record which may in anyway affect the Properties, the leases described in
      Exhibit "A" or the lands covered hereby, to all of which and the record thereof
      reference is made for all purposes.

    


    Assignee
      agrees to assume its share of all obligations, expressed and implied, contained
      in the leases described on Exhibit "A", applicable operating and unit
      agreements, gas sales contracts and related agreements. Assignee specifically
      agrees to be responsible for its share of the proper plugging and abandoning
      of
      the wells presently located on the lands conveyed hereunder and the restoration
      of the surface in accordance with the terms of the applicable lease, as well
      as
      any wells subsequently drilled on such land, all as may be required by the
      applicable governmental authority having jurisdiction.

    


    Assignor
      shall indemnify and save Assignee harmless from and against all claims,
      obligations, liabilities, losses or damages, costs or expenses (including,
      without limitation, all attorney fees, including trial and appeal) incurred
      or
      suffered by Assignee with respect to Assignor's ownership of the Properties
      and
      which accrue or relate to the time prior to the Effective Date, except with
      respect to plugging liability and Environmental Claims as provided below.
      Assignee shall indemnify and save Assignor harmless from all claims,
      obligations, liabilities, losses, damages, costs or expenses (including, without
      limitation, all attorney fees, including trial and appeal) incurred or suffered
      by Assignor with respect to Assignee's ownership of the Properties and which
      accrue or relate to the time after the Effective Date, except that Assignor
      accepts all liability, including indemnifying and holding Assignor harmless,
      in
      respect of (a) the cost of proper plugging and abandoning of the wells presently
      located on the Properties and the restoration of the surface in accordance
      with
      the terms of the applicable leases, as well as any wells subsequently drilled
      on
      such land, all as may be required by the applicable governmental authority
      having jurisdiction, and (b) Environmental Claims, whether accruing or relating
      to the time before or after the Effective Date, and whether relating to the
      subsurface or subsurface, or to groundwater in or under the Properties.
“Environmental Claims” means claims, obligations, liabilities, losses, damages,
      costs or expenses of any kind or nature including but not limited to demands,
      fines, remediations, or penalties asserted by any governmental entity
      (including, without limitation, all attorney fees, including trial and appeal)
      asserted against, incurred or suffered by Assignor, which arise out of or are
      related to the environmental condition of the Properties, or under any
      Environmental Law. “Environmental Law” means any federal or state law, statute,
      rule or regulation, or municipal ordinance, rule or regulation, relating to
      (1)
      any chemical, substance, material, mixture, contaminant or pollutant, now or
      hereafter defined as a "hazardous substance" under the Comprehensive
      Environmental Response, Compensation and Liability Act, as amended from time
      to
      time, and all regulations thereunder, as amended from time to time; (2)
      petroleum, crude oil, or any fraction thereof; (3) any pollutant, contaminant,
      special waste or toxic substance or naturally occurring radioactive materials
      (“NORM”) now or hereinafter listed, defined by or subject to regulation under
      any federal, state or local statute, ordinance, rule, regulation, standard,
      policy, guidance, permit, order, administrative or judicial decision or
      pronouncement, previously, currently or hereafter in effect, as amended from
      time to time, pertaining to health, safety, or the environment, including
      without limitation, natural resources, environmental regulation, contamination,
      pollution, cleanup, or disclosure. Assignee has inspected or has had adequate
      opportunity to inspect the Properties with regard to Environmental Claims and
      does not rely on information provided by Assignor as to such matters. Neither
      party shall indemnify the other against gross negligence or intentional wrongful
      acts of the party seeking the indemnity. 

    


    Assignor
      agrees to execute, acknowledge and deliver to Assignee any other additional
      instruments, notices, division orders, transfer orders, assurances to third
      parties and other documents and to do such further acts as may be reasonably
      necessary to fully and effectively acknowledge and confirm the transfer of
      the
      Properties to Assignee.

    


    This
      Assignment and Bill of Sale may be executed in any number of counterparts and
      each such counterpart shall be deemed an original agreement for all purposes;
      provided that no party shall be bound to this agreement unless and until all
      parties have executed a counterpart. For purposes of assembling all counterparts
      into one document, the signature page may be detached from one or more
      counterparts and, after signature thereof by the respective party, attach each
      signed signature page to a counterpart. For the purposes of this agreement,
      execution of the agreement by facsimile shall be considered as an original
      signature.

    


    EXECUTED
      this ____ day of August 2005 but effective as of the Effective
      Date.

    


    


    WALTER
      JOHNSON

    


    


    By:
      _________________________

    Walter
      Johnson

    


    AFFILIATED
      HOLDINGS, INC.

    


    


    By:
      ________________________

    Carl
      A.
      Chase

    


    Its: Executive
      Vice President


    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

        
          Execution
            Version

        

      

    


    STATE
      OF
      TEXAS 

    COUNTY
      OF
      HARRIS 

    


    


    The
      foregoing instrument was acknowledged by me on the _____ day of August 2005,
      by
      Carl A. Chase, Executive Vice President of Affiliated Holdings, Inc., on behalf
      of said corporation.

    


    


    (S
      E A
      L)      _____________________________

    Notary
      Public

    


    


    


    STATE
      OF
      TEXAS 

    COUNTY
      OF
      HARRIS

    


    


    The
      foregoing instrument was acknowledged by me on the _____ day of August 2005,
      by
      Walter Johnson behalf of himself.

    


    


    (S
      E A
      L)      _____________________________

    Notary
      Public

    



    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

        
          Execution
            Version

        

      

    


    


    EXHIBIT
      A

    


    Leases

    


    To
      that
      certain Assignment and Bill of Sale dated August 1, 2005 between 

    Walter
      Johnson and Affiliated Holdings, Inc.

    


    


    


    


    


    
      	
              Lessor

            	
              Lessee

            	
              Recordation

            
	 	 	 
	
              Jeannette
                Montagne Motty, et al

            	
              Walter
                Johnson

            	
              20100871

            
	
              Jeannette
                Montagne Motty, et al

            	
              Walter
                Johnson

            	
              20101948

            
	
              Charles
                Motty Hamner, et al

            	
              Walter
                Johnson

            	
              20100872

            
	
              Roger
                Sellers, et al

            	
              Walter
                Johnson

            	
              20100873

            


    

    



    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

        
          Execution
            Version

        

      

    


    


    EXHIBIT
      B

    


    Equipment

    


    To
      that
      certain Assignment and Bill of Sale dated August 1, 2005 between 

    Walter
      Johnson and Affiliated Holdings, Inc.

    


    


    C.
      P.
      MOTTY SWD #l

    SN
      970797

     

    	1.  	
            Wheatley
              Saltwater
              Pump SN 160018502071- Triplex with M
              C
              

          


     

    Electric
      Motor HP 25 SN 9-390028.61

     

    2.  One
      500
      bbl Bolted Tank 8' x 21.6'

     

    3.  Two
      300
      bbl Welded Steel Tanks 15' x 16'

     

    


    C.P.
      MOTTY #8

    SN
      225998

     

    1. One
      PMSE
      30" x 15' 1200 PSI WP Two Phase Separator SN 32875

     

    2.  One
      Kenwind 4' x 20' 50 PSI WP Heater Treater SN T78503

     

    3.  Two
      400
      bbl Welded Steel O l Storage Teaks

     

    4.  Pumping
      Tee, Anchors & Others Assembly Valves & Fittings

    


    C.P.
      MOTTY #7 

    SN
      2127

     

    1.  One
      4' x
20'
      Vertical Beater Treater
      SN 1335

     

    2.  One
      Permian 36" x 10' 125 PSI WP Three Phase Separator SN 30045

     

    3.  Two
      400
      bbl Welded Steel Oil Storage Tanks

     

    4.  Dehy
      Unit
      and Separator

    Sm
      12" x
      10' 1440 PSI Packed Contact Tower SNI4001

    Smith
      125M BTU Glycol Regenerator 8N31051

    2"
      Meter
      Run

     

    5.  Back
      Pressure valves

     

    	6.  	
            One
              2 1/16" WKM 5M X-MAS TREE consisting of two mater valves, one
              swab
              valve, one manual wing, one actuated wing, and an adjustable
              choke