All future conveyances of any portion of the Properties
and/or their associated facilities and equipment shall recognize and perpetuate
the rights and obligations set out herein.
2.
ASSIGNEE ACKNOWLEDGES AND AGREES THAT
THE ASSETS LISTED IN EXHIBITS A and A-1 ARE BEING TRANSFERRED, ASSIGNED AND
CONVEYED FROM ASSIGNOR TO ASSIGNEE "AS IS, WHERE IS AND WITH ALL FAULTS" IN
THEIR PRESENT CONDITION AND STATE OF REPAIR.
ASSIGNOR HEREBY DISCLAIMS ANY AND
ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE ASSETS, EXPRESS OR IMPLIED,
WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER THEORY OF LAW, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A GENERAL OR
PARTICULAR PURPOSE.
FURTHER ASSIGNEE SPECIFICALLY AGREES THAT ASSIGNOR IS
MAKING NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE
ADEQUACY OR COMPLETENESS OF THE UNDERLYING REAL PROPERTY INTERESTS ASSOCIATED
WITH OR USED IN CONNECTION WITH THE ASSETS, INCLUDING BUT NOT LIMITED TO
EASEMENTS AND RIGHTS OF WAY.
3.
This Assignment and its performance
shall be construed in accordance with, and governed by, the laws of the State of
Wyoming without regard to the choice of law rules of any jurisdiction, and
Assignor and Assignee submits to the exclusive jurisdiction of State Courts
located in Gillette, Campbell County, Wyoming.
EXECUTED this 13 day of September, 2006.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth above.
"ASSIGNOR"
"ASSIGNEE"
PRB ENERGY, INC.
ARETE INDUSTRIES, INC.
By:
/s/ William F. Hayworth
By:
/s/ Charles Gamber
William F. Hayworth, President
Charles Gamber, CEO President