EXHIBIT 10.1
                                                                 ------------

                           ASSIGNMENT AND BILL OF SALE

STATE OF WEST VIRGINIA

COUNTY OF MARION

         THIS ASSIGNMENT AND BILL OF SALE is made this 14th day of August, 2006,
by and between George Hillyer,  Trustee of Texas Energy Trust Company (TETCO) (a
Delaware Business Trust) , BOK Operating  Company, a Delaware  Corporation,  and
Prima Oil Company,  Inc. a Delaware  Corporation  (hereinafter  "Assignor")  and
Trans Energy, Inc., a Nevada Corporation (hereinafter "Assignee").

         For and in consideration of the sum of ten dollars ($10.00),  and other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged,  and subject to the conditions  hereinafter set out, Assignor does
hereby grant, bargain,  sell, transfer,  assign, convey and deliver to Assignee,
all its right,  title and interest in the  following  described  leases,  wells,
equipment and rolling stock:

                              SEE ATTACHED EXHIBIT

         Further  assigning  rights  of ways and  roads  that may be  needed  to
maintain produce and abandon said wells.

         TO HAVE AND TO HOLD the Leases and Wells unto Assignee,  its respective
successors and assigns, forever.

         This  Assignment and Bill of Sale is made without  warranty of title to
the Well,  either  express or  implied.  TO THE EXTENT  THAT THE WELLS  ASSIGNED
HEREBY INCLUDES INTERESTS IN PERSONAL PROPERTY AND FIXTURES,  THIS ASSIGNMENT IS
MADE WITHOUT WARRANTIES,  EITHER EXPRESS OR IMPLIED, AND, SPECIFICALLY,  WITHOUT
WARRANTY AS TO MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL
OF SUCH INTERESTS IN PERSONAL  PROPERTY AND FIXTURES BEING ASSIGNED  HEREIN ON A
"WHERE IS" AND "AS IS" BASIS.

         Assignee does hereby agree to become  responsible  for the plugging and
abandoning of the Wells  assigned  hereby and for any  reclamation  of the lands
after plugging and abandoning operations are completed, as of the Effective Time
of this  Assignment and Bill of Sale, and that at such time a Well is abandoned,
such will be  properly  plugged  in  accordance  with the  applicable  rules and
regulations of the State of West Virginia or other  jurisdictional  authorities,
if any,  effective  at that time the Wells is plugged  and  abandoned.  Further,
Assignor does hereby agree to transfer to Assignee any bond presently made by or
on behalf of Assignor  with the State of West  Virginia.  Assignee  does further
agree to  satisfy  any and all  statutory  requirements  and  other  obligations
including  all laws,  ordinances,  rules  and  regulations  (federal,  state and
municipal),  which exist or which may arise from the assignment of the Wells and
ownership thereof as of the Effective Time.

         This  Assignment  and Bill of Sale shall be  effective as of 7:00 a.m.,
Local time on August 14,  2006,  (the  "Effective  Time"),  and all  production,
revenue,  costs,  expenses and other  liabilities (the "Assets and Liabilities")
attributable  to the Wells  occurring  before the Effective Time shall belong to
Assignor,  and all Assets and  Liabilities  occurring  after the Effective  Time
shall belong to Assignee.  Assignor shall own all oil in tankage attributable to
the Wells as of the Effective Time. Such production will be marketed by Assignee

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<PAGE>

who shall account to Assignor for Assignor's  share of such net proceeds  within
30 days of the date such  production  is so marketed  and sold.  For purposes of
allocation of routine production costs, and expenses,  it is stipulated that the
production  income shall be determined on the basis of deliveries to purchasers,
and expenses  shall be determined on the basis of monthly  billing by operators.
Assignee  hereby agrees that it has  inspected  the Wells  assigned and conveyed
herein and that it accepts  the same in its  present  condition.  Upon  Assignee
submitting  written  documentation  to  Assignor  evidencing  full  agencies  to
designate  Assignee as Operator,  Assignee hereby agrees to assume operations of
and all  responsibility  and  liability  for  (including,  but not  limited  to,
plugging  responsibilities)  said Wells,  the casing,  leasehold  equipment  and
personal  property in and on said Well from the effective  date of such transfer
of operations.

         Notwithstanding  anything  contained  herein to the contrary,  Assignee
agrees to protect,  defend,  indemnify and hold Assignor and its employees  free
and harmless  from and against any and all costs,  expenses  (including  but not
limited to reasonable  attorney fees),  claims,  demands and causes of action of
every kind and character  arising out of, incident to, or in connection with the
Wells,  or arising  directly or  indirectly  from  Assignee's  or other  party's
operations of the Wells. Assignee assumes full responsibility for, and agrees to
indemnify,  hold  harmless  and  defend  Assignor  from and  against  all  loss,
liability,  claims,  fines,  expenses,  costs  (including  attorney's  fees  and
expenses) and causes of action caused by or arising out of any federal, state or
local laws,  rules,  orders and regulations  applicable to any waste material or
hazardous  substances on or included  with the Wells or the presence,  disposal,
release or threatened release of waste material or hazardous  substance from the
Wells into the  atmosphere  or into or upon land or any water  course or body of
water,  including  ground  water,  whether  or not  attributable  to  Assignor's
activities or the activities of Assignor's officers,  employees or agents, or to
the activities of third parties (regardless of whether or not Assignor was or is
aware of such  activities)  prior to,  during or after the period of  Assignor's
ownership  of the Wells.  This  indemnification  and  assumption  shall apply to
liability for voluntary  environmental  response actions undertaken  pursuant to
the Comprehensive Environmental Response Compensation and Liability Act (CERCLA)
or nay other federal, state or local law.

         Assignor shall be responsible  for payment of all taxes relating to the
Wells prior to the Effective Time.  Assignee shall be responsible for payment of
all taxes relating to the Wells from and after the Effective Time. Regardless of
when  assessed  or due,  ad  valorem  and all other  taxes  based on  production
attributable  to the Wells shall be the  obligation of the party entitled to the
production  during the period on which  such tax is based.  Taxes  payable on an
annual basis shall be prorated between Assignor and Assignee as of the Effective
Time. If  applicable,  all sales taxes related to the sale of the Wells assigned
hereby shall be borne and paid by Assignee.

         This Assignment and Bill of Sale shall be binding upon and inure to the
benefit  of  Assignor  and  Assignee,  their  respective  successors,   personal
representatives,  heirs,  devisees,  and assigns,  forever.  Assignor  agrees to
execute  any  additional  documents  necessary  to carry  out the  terms of this
agreement.

         IN WITNESS  WHEREOF,  this  Assignment  and Bill of Sale is executed on
________________, effective however, at the Effective Time.

                                    ASSIGNOR:

                                      TEXAS ENERGY TRUST COMPANY

                                      By:  _______________________________

                                      Its:  _______________________________


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<PAGE>



                                      PRIMA OIL COMPANY, INC.

                                      By:  _______________________________

                                      Its:   _______________________________


                                      BOK OPERATING COMPANY

                                      By:  _______________________________

                                      Its:   _______________________________

                                    ASSIGNEE:

                                     TRANS ENERGY, INC.

                                     By:  _______________________________

                                     Its:  _______________________________



STATE OF __________________  )
                                                          ) SS
COUNTY OF ________________  )

     The  foregoing  instrument  was  acknowledged  before  me this  ____ day of

___________, 2006, by _______________, ___________________ of Texas Energy Trust

 Company (TETCO) (a Delaware Business Trust).


My Commission Expires:

---------------------                       ------------------------------------
                                                                   Notary Public


STATE OF __________________  )
                                                          ) SS
COUNTY OF ________________  )


     The  foregoing  instrument  was  acknowledged  before me this  _____ day of

____________, 2006, by _______________, ____________________, Prima Oil Company,

 Inc. on behalf of said corporation.


My Commission Expires:

---------------------                       ------------------------------------
                                                                   Notary Public


STATE OF __________________  )
                                                          ) SS
COUNTY OF ________________  )


         The foregoing instrument was acknowledged before me this _____ day of

 ____________, 2006, by _______________, _______________________, BOK Operating

Cmpany on behalf of said corporation.


My Commission Expires:

---------------------                       ------------------------------------
                                                                   Notary Public

                                      -3-
<PAGE>



STATE OF __________________  )
                                                          ) SS
COUNTY OF ________________  )


         The foregoing instrument was acknowledged before me this _____ day of

____________, 2006, by _______________, _______________________, Trans Energy,

 Inc. on behalf of said corporation.


My Commission Expires:

---------------------                       ------------------------------------
                                                                   Notary Public



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This  instrument  prepared by Richard L.  Starkey,  Attorney At Law,  914 Market
Street, Suite 302, Parkersburg, West Virginia.