ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT ("Agreement") dated March 12, 2003 ("Effective
Date"), is made and entered into by and between BWP Gas, L.L.C., a Delaware
limited liability company (hereinafter referred to as "BWP"), and Far Group,
Inc., a Washington corporation or its designee(hereinafter referred to as "Far
Group"). BWP and Far Group are sometimes separately called a "party" and
together referred to herein as "parties."
WHEREAS, BWP has entered into a certain Purchase And Sale Agreement dated
March 12, 2003 (hereinafter referred to as the "Purchase And Sale Agreement")
with Continental Southern Resources, Inc., a Nevada corporation (hereinafter
referred to as "CSR"), regarding BWP's purchase of a certain portion of CSR's
limited partnership interest in and to the Xxxx Miss. Partners, L.P. a Delaware
Limited Partnership. All of the limited partnership interests to be assigned,
transferred and conveyed to Far Group, are more fully described in the Purchase
And Sale Agreement which is attached hereto as Exhibit "A" and incorporated
herein for all purposes;
WHEREAS, Xxxx Miss. Partners, L.P. is participating in the exploration and
development of certain oil and gas interests located in various counties in the
State of Mississippi;
WHEREAS, BWP desires to assign all of its rights in the Purchase And Sale
Agreement and Far Group desires to acquire such rights in the Purchase And Sale
Agreement from BWP and to assume all obligations and duties relating thereto, in
accordance with the terms and conditions set forth herein;
NOW, THEREFORE, the parties hereto, with the intent to be legally bound, in
return for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, including the mutual exchange of covenants and promises
herein contained, agree as follows:
1. BWP does hereby grant, bargain, sell, transfer, assign and convey to
Far Group all of BWPs right, title, and interest (of whatever kind or character,
whether legal or equitable, and whether vested or contingent) currently owned in
and to the Purchase And Sale Agreement
2. Far Group does hereby assume all of the obligations, duties, and/or
liabilities under the terms of the Purchase And Sale Agreement, and Far Group
does hereby agree to indemnify, defend, save and hold harmless BWP (and its
respective affiliates, officers, directors, employees, attorneys, contractors,
and agents of BWP and such affiliates) from any and all claims, causes of
action, liabilities, damages of any nature and kind, losses, costs or expenses
(including, without limitation, court costs and attorneys fees), arising out of
or in any manner related to or connected with the Purchase And Sale Agreement
after the Effective Date.
3. BWP and CSR have fully executed the Purchase And Sale Agreement.
4. Simultaneous with the delivery of the executed conveyances of all of
BWP's right, title and interest in and to the Purchase And Sale Agreement, Far
Group shall cause to be delivered to BWP shares of the common stock of Far Group
as consideration for the conveyance of the Purchase And Sale Agreement to Far
Group. The number of shares of common stock to be delivered to BWP will be based
on the percentage of limited partnership interest of Xxxx Miss. Partners, L.P.
acquired by Far Group under the terms of the Purchase and Sale
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 1
Agreement. The total number of shares to be delivered to BWP shall be in
accordance with the scheduled set forth on Exhibit "B" which is attached hereto
and incorporated herein by reference for all purposes. Far Group intends to
transfer and assign the interest it acquires in the Purchase and Sale Agreement
to Black Warrior Gas, L.P., a Delaware Limited Partnership (hereinafter referred
to as "Black Warrior"). As additional consideration for this Agreement, NANG,
Inc. the general partner of Black Warrior, shall issue to BWP, at Closing, a one
percent (1%) limited partnership interest in Black Warrior, free and clear of
all liens and/or encumbrances, until such time as Far Group has received the
return of all capital invested by Far Group in Black Warrior, at which time such
interest shall be increased to a fifteen percent (15%) limited partnership
interest. The Agreement of Limited Partnership of Black Warrior shall give
effect to the forgoing.
5. Representations and Warranties of BWP. BWP represents and warrants
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to Far Group as follows:
a. Organization. BWP is a limited liability company duly organized,
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validly existing, and in good standing under the laws of the
State of Delaware.
b. Authority and Conflicts. BWP has full power and authority to
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carry on its business as presently conducted, to enter into this
Agreement, and to perform its obligations under this Agreement.
The execution and delivery of this Agreement by BWP does not, and
the consummation of the transactions contemplated by this
Agreement shall not violate, conflict with, or require the
consent of any person or entity under any provision of BWPs
bylaws or other governing documents, any material agreements or
contracts to which BWP is a party, or any material agreements or
contracts concerning the Purchase And Sale Agreement. The
execution and delivery of this Agreement has been, and the
performance of this Agreement and the transactions contemplated
by this Agreement shall be at the time required to be performed,
duly and validly authorized by all requisite corporate action on
the part of BWP.
c. Enforceability. This Agreement has been duly executed and
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delivered on behalf of BWP and constitutes the legal and binding
obligation of BWP enforceable in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
reorganization, or moratorium statues, equitable principles, or
other similar laws affecting the rights of creditors generally
(Equitable Limitations').
d. Litigation and Claims. There are no pending suits, actions, or
-----------------------
other proceedings in which BWP is a party (or, to BWP's
knowledge, which have been threatened to be instituted against
BWP) which affect BWP's interest to be transferred hereunder, in
any material respect or effecting the execution and delivery of
this Agreement or the consummation of the transaction
contemplated herein.
e. Accuracy of Representations. To the best of BWP's knowledge, no
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representation or warranty by BWP in this Agreement or any
agreement or document delivered by BWP pursuant to this Agreement
contains an untrue statement of a material fact or omits to state
a material fact necessary to make the statements contained in any
representation or
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 2
warranty, in light of the circumstances under which it was made,
not misleading
f. Encumbrances. BWP shall also represent and warrant that there are
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no liens, encumbrances, reversions or reassignment obligations
caused by BWP adverse to or affecting the interest to be assigned
hereunder, other than those identified in the Purchase And Sale
Agreement.
6. Representations by Far Group. Far Group represents to BWP that the
------------------------------
following statements are true and correct:
a. Organization. Far Group is a corporation duly organized and
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legally existing under the laws of the State of Washington and
has the power and authority to carry on its business as presently
conducted, to own and hold the Purchase And Sale Agreement, and
to perform all obligations required by this Agreement and the
Purchase And Sale Agreement.
b. Authority. The execution and delivery of this Agreement has been
---------
authorized by all necessary action, corporate and otherwise, on
the part of Far Group. Execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated
by this Agreement will not, violate or be in conflict with any
agreement, instrument, judgment, order, decree, law or regulation
by which Far Group is bound.
c. Binding Agreement. Subject to laws and equitable principles
------------------
affecting the rights of creditors, this Agreement is a binding
obligation of Far Group enforceable according to its terms. There
are neither bankruptcy nor reorganization proceedings pending or,
to Far Group's knowledge, threatened against Far Group.
d. EXCEPT AS SET FORTH HEREIN, FAR GROUP IS NOT RELYING ON ANY
STATEMENT OR ANY INFORMATION PROVIDED BY BWP, CSR, XXXX MISS.
PARTNERS, L.P., OR XXXX MISS., L.L.C. (THE "GENERAL PARTNER") IN
ITS DECISION TO ACQUIRE THE RIGHTS OF BWP UNDER THE PURCHASE AND
SALE AGREEMENT AND ASSUME THE OBLIGATIONS AND DUTIES OF THE
PURCHASE AND SALE AGREEMENT, AS WELL AS THE OBLIGATIONS UNDER THE
PARTNERSHIP AGREEMENT, AS AMENDED FOR THE XXXX MISS. PARTNERS,
LP. FAR GROUP HEREBY WAIVES AND ACKNOWLEDGES THAT NEITHER BWP
CSR, XXXX MISS. PARTNERS, L.P., NOR THE GENERAL PARTNER HAS MADE
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND BWP CSR,
XXXX MISS. PARTNERS, L.P., AND THE GENERAL PARTNER HEREBY
EXPRESSLY DISCLAIM AND NEGATE ANY REPRESENTATION AND WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT OR RELATING TO (1) THE CONTENTS,
CHARACTER, OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT
OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR
SEISMIC DATA OR INTERPRETATION RELATING TO THE OIL & GAS
INTERESTS HELD OR OWNED BY XXXX MISS. PARTNERS, L.P., (2) THE
ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY INFORMATION, DATA,
OR OTHER MATERIALS (WHETHER WRITTEN OR ORAL) NOW,
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 3
HERETOFORE, OR HEREAFTER, FURNISHED TO FAR GROUP BY OR ON BEHALF
OF BWP, CSR, XXXX MISS. PARTNERS, L.P., OR THE GENERAL PARTNER,
(3) THE QUANTITY, QUALITY, OR RECOVERABILITY OF PETROLEUM
SUBSTANCES IN OR FROM THE OIL & GAS INTERESTS HELD OR OWNED BY
XXXX MISS. PARTNERS, L.P., (4) ANY ESTIMATES OF THE VALUE OF THE
OIL & GAS INTERESTS HELD OR OWNED BY XXXX MISS. PARTNERS, L.P. OR
FUTURE REVENUES TO BE GENERATED BY THE OIL & GAS INTERESTS HELD
OR OWNED BY XXXX MISS. PARTNERS, L.P., INCLUDING, WITHOUT
LIMITATION, PRICING ASSUMPTIONS OR THE ABILITY TO SELL OR MARKET
ANY PETROLEUM SUBSTANCES AFTER CLOSING, (5) THE PRODUCTION OR
RATES OF PRODUCTION OF PETROLEUM SUBSTANCES FROM THE OIL & GAS
INTERESTS HELD OR OWNED BY XXXX MISS PARTNERS, L.P., OR WHETHER
PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING QUANTITIES
THEREFROM, (6)THE MAINTENANCE, REPAIR, C0NDITI0N, QUALITY,
SUITABILITY, DESIGN, OR MARKETABILITY OF THE OIL & GAS INTERESTS
HELD OR OWNED BY XXXX MISS. PARTNERS, L.P., OR, (7) ANY OTHER
MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR
COMMUNICATED IN ANY MANNER WHATSOEVER TO FAR GROUP, OR ITS
PARTNERS, AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. BWP, CSR,
XXXX MISS. PARTNERS, L.P., AND THE GENERAL PARTNER FURTHER
EXPRESSLY DISCLAIM AND NEGATE ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, RELATING TO THE CONDITION OF ANY IMMOVABLE
PROPERTY, MOVABLE PROPERTY, EQUIPMENT, INVENTORY, MACHINERY,
FIXTURES, AND PERSONAL PROPERTY CONSTITUTING PART OF THE PROPERTY
INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE, (C) ANY IMPLIED OR EXPRESS
WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (D) ANY
RIGHTS OF FAR GROUP UNDER APPROPRIATE STATUTES TO CLAIM
DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (E)
ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR
TRADEMARK INFRINGEMENT, (1) ANY IMPLIED OR EXPRESS WARRANTY OF
FREEDOM FROM REHIBITORY VICES OR DEFECTS OR OTHER VICES OR
DEFECTS, WHETHER KNOWN OR UNKNOWN, (G) ANY AND ALL IMPLIED
WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN
EFFECT, AND (H) ANY IMPLIED OR EXPRESS WARRANTY REGARDING
ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE
ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. IT BEING
THE EXPRESS INTENTION OF BWP AND FAR GROUP THAT THE INTERESTS TO
BE TRANSFERRED AND CONVEYED SHALL BE "AS IS, WHERE IS" AND IN
THEIR PRESENT CONDITION AND STATE OF REPAIR. THE PARTIES AGREE
THAT THIS PARAGRAPH CONSTITUTES A CONSPICUOUS LEGEND.
e. Securities Laws. Far Group is acquiring the Purchase And Sale
----------------
Agreement and the limited partnership interest identified therein
for its own account and not with the intent to make a
distribution in violation of the Securities Act of 1933, as
amended. Far Group acknowledges that it and its partners,
officers, and/or directors are experienced in investments with
limited liquidity through a variety of entities and vehicles
including but not limited to Limited Partnerships and private
placements and is a Accredited Investor as
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 4
that term is defined in the Securities Act of 1933, as amended.
Far Group, at its sole risk and expense, has had unrestricted
access during normal business hours to all information in the
possession of BWP regarding the interests to be conveyed to Far
Group. Far Group has conducted its own independent evaluation of
the Purchase And Sale Agreement and the limited partnership
interests identified therein.
7. Conditions Precedent.
---------------------
7.1. Conditions Precedent to Obligations of Far Group. The
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obligations of Far Group under this Agreement are expressly subject to
completion of each of the following conditions:
1. Each and every representation and warranty of BWP made
to Far Group under this Agreement shall be true and
accurate in all material respects.
2. BWP shall have performed and complied in all material
respects with (or compliance therewith shall have been
waived by Far Group) each and every covenant and
agreement required by this Agreement to be performed,
or complied with by BWP.
3. No suit, action, or other proceedings, shall be pending
or threatened before any court or government agency
seeking to restrain, prohibit, or obtain material
damages or other material relief in connection with the
consummation of the transaction contemplated by this
Agreement.
7.2 Conditions Precedent to Obligations of BWP. The obligations
-------------------------------------------
of BWP under this Agreement are expressly subject to each of the following
conditions being met:
a. Each and every representation of Far Group under this
Agreement shall be true and accurate in all material
respects.
b. Far Group shall have performed and complied in all
material respects with (or compliance therewith shall have
been waived by BWP) each and every covenant and agreement
required by this Agreement to be performed or complied with
by Far Group.
c. No suit, action, or other proceedings shall be pending Or
threatened before any court or government agency seeking to
restrain, prohibit, or obtain material damages or other
material relief in connection with the consummation of the
transaction contemplated by this Agreement.
8. Closing.
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 5
a. Actions at Closing. The Closing of the transaction
--------------------
contemplated hereby shall take place in the offices of BWP
Gas, L.L.C. located at 0000 Xxxxxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000, on or before March 15, 2003, or at such other
date and time as BWP and Far Group may mutually agree, being
herein called the "Closing Date". At the Closing:
(i) Delivery of Conveyance. BWP shall execute,
------------------------
acknowledge, and deliver to Far Group, in a
mutually acceptable form, an Assignment and Xxxx
of Sale ("Conveyance").
(ii) Issuance of Stock and Partnership Interest. Far
---------------------------------------------
Group shall issue and deliver to BWP the shares of
common stock pursuant to the terms set forth in
Paragraph 4 hereof, with the continuing obligation
to issue and deliver the appropriate number of
shares set forth in Exhibit "B" herein. Black
Warrior shall issue to BWP the limited partnership
interest as set forth in Paragraph 4 hereof.
(iii) Execution and Delivery of Amended Limited
----------------------------------------------
Partnership Agreement. The Limited Partnership
----------------------
Agreement of Black Warrior Gas, L.P. shall be, to
the extent necessary, amended to reflect the
transaction contemplated hereby. The Amended
Limited Partnership Agreement shall be executed by
Far Group, B'WP, the General Partner, and all
other parties thereto.
9. Notice. All notices required or permitted under this
------
Agreement shall be effective upon receipt if personally delivered, if mailed by
registered or certified mail, postage prepaid, or if delivered by telegram,
telecopy or facsimile if directed to the parties as follows:
TO BWP: TO Far Group:
BWP Gas, L.L.C. Far Group, Inc.
0000 Xxxxxxxxxx, Xxxxx 000 0000 Xxxxx Xxxxxx X.X., Xxxxx 000
Xxxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 6
Any party may give written notice of a change in the address or individual to
whom delivery shall be made provided such notice is given at least ten (10)
business days prior to becoming effective.
10. Miscellaneous Matters.
----------------------
a. Choice of Law. TIME IS OF THE ESSENCE IN THIS
---------------
AGREEMENT. This Agreement and all operations hereunder
shall be subject to all valid and applicable laws,
orders, rules and regulations of any governmental body
having jurisdiction over such operations. This
Agreement and the legal relations among the parties
hereto shall be governed by and construed in accordance
with the substantive laws of the State of Delaware. BWP
and Far Group agree that any dispute that arises with
respect to this agreement shall be arbitrated by a
panel of three (3) arbitrators in accordance with the
rules of the American Arbitration Association
("Rules"). The panel of arbitrators will consist of one
(1) arbitrator appointed by BWP, one (1) arbitrator
appointed by Far Group, and one (1) arbitrator selected
by the two (2) appointed arbitrators. The decision of
the arbitration panel rendered pursuant to the Rules
shall be binding and non-appealable upon the parties
and may be enforced in any court of competent
jurisdiction. Any arbitration proceedings pursuant to
this Agreement shall be held in Houston, Xxxxxx County,
Texas. The arbitrators shall not award punitive,
consequential, nor multiple damages in settlement of
any dispute.
b. Waiver. Any of the terms, provisions, covenants,
------
representations, warranties or conditions hereof may be
waived only by a written instrument executed by the
party waiving compliance, Except as otherwise expressly
provided in this Agreement, the failure of any party at
any time or times to require performance of any
provision hereof shall in no manner affect such party's
right to enforce the same.
c. Unenforceability. The invalidity or unenforceability of
----------------
any particular provision of this Agreement shall not
affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.
d. Legal Review. The parties acknowledge that they have
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had an adequate opportunity to review each and every
provision contained in this Agreement, including the
opportunity to submit the same to legal counsel for
review and comment. Based on said review and
consultation, the parties agree with each and every
term contained in the Agreement. Based on the
foregoing, the parties agree that the rule of
construction that a contract be construed against the
drafter, if any, shall not be applied in the
interpretation and construction of this Agreement.
e. Continuing Obligations. All representations and
-----------------------
warranties made herein by BWP and Far Group shall be
continuing and shall be true and correction as of the
date hereof (and shall inure to the benefit of the
respective successors and assigns of BWP and Far
Group), and all such representations and warranties
shall survive this Agreement.
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 7
f. Entirety. This Agreement, together with the Assignments
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to be made, embodies the entire agreement between the
parties, superseding all prior agreements,
negotiations, letters of intent, arrangements and
understandings related to the subject matter hereof
either written or oral, and may only be supplemented,
altered, amended, modified, or revoked by a writing
signed by duly authorized representatives of all the
parties hereto. Notwithstanding the provisions of this
paragraph, no party shall be bound by, subject to, or
deemed a party to, any agreement between the parties
which have not been duly executed by, or on behalf of,
such party.
g. No Partnership. The parties hereto expressly do not
---------------
intend to create, and no provision hereof shall be
construed as creating a partnership, joint venture,
mining partnership, corporation, association or other
relationship whereby any party hereto shall ever be
held liable for the acts either by omission or
commission, of the other, the liability of all the
respective parties hereto being several and not joint
or collective.
h. Further Assurances. THE PARTIES AGREE TO EXECUTE AND
-------------------
DELIVER, AFTER THE CLOSING, ANY AND ALL OTHER MUTUALLY
ACCEPTABLE INSTRUMENTS AND AGREEMENTS REASONABLY
NECESSARY TO ACCOMPLISH THE TRANSACTION CONTEMPLATED
HEREBY. Each Party hereto shall from time to time do
and perform such further acts and execute and deliver
such further instruments, assignments and documents as
may be required or reasonably requested by the parties
hereto to carry out and effect the intentions and
purposes of this Agreement.
i. Successors and Assigns. All the terms, provisions,
------------------------
covenants, obligations, indemnities, representations,
warranties and conditions of this Agreement shall be
binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective
successors and assigns. Any assignment of the parties
rights hereunder to any third party shall be made
expressly subject to all of the terms, provisions,
covenants, obligations, indemnities, representations,
warranties and conditions of this Agreement, the
Purchase And Sale Agreement and the Partnership
Agreement, as amended, of Xxxx Miss. Partners, L.P.
j. No Commissions. Each party hereto agrees to defend,
---------------
indemnify, save, and hold harmless the other party from
and against any and all claims, demands, causes of
action, and damages to third parties claiming under a
party hereto for brokerage, commission, finders, or
other fees relative to this agreement, or the
transactions contemplated hereby, together with any
court costs, attorneys' fees or other costs or expenses
arising therefrom.
k. Headings. The subject headings of the articles,
--------
sections and subsections of this Agreement are included
solely for purposes of convenience and reference only,
and shall not be deemed to explain, modify, limit,
amplify or aid in the meaning, construction or
interpretation of any of the provisions of this
Agreement.
l. Counterparts, This Agreement may be executed in any
------------
number of counterparts, each of which shall be deemed
an original and all of which shall constitute one and
the same
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 8
Agreement. It shall not be necessary that the Parties
hereto execute an single counterpart hereof, and this
Agreement shall be effective when each party hereto has
executed a counterpart hereof (whether or not any other
party has executed the same counterpart).
EXECUTED on the date first written above and shall be effective as of the
Effective Date.
BWP GAS, L.L.C. FAR GROUP, INC.
"BWP" "FAR GROUP"
By: By: "Xxxxx X. Xxxxxxx"
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Title: Title: President & CEO
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CONTINENTAL SOUTHERN RESOUR ES, INC.*
"CSR"
By:
----------------------------------
Title:
-------------------------------
*Continental Southern Resources, Inc. joins in the execution of this
Agreement solely for the purpose of consenting to the assignment by BWP of its
rights and obligations under the Purchase and Sale Agreement.
BLACK WARRIOR GAS, L.P.**
"BLACK WARRIOR"
By: "Xxxxx X. Xxxxxxx"
---------------------------------
Xxxxx X. Xxxxxxx the President of
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NANG, Inc., its General Partner
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 9
**NANG, Inc., as the General Partner of Black Warrior Gas, L.P., joins in
the execution of this Agreement for the purpose of acknowledging the obligation
Black Warrior Gas, L.P. to consummate and effect the assignment and transfer of
the limited partnership interests identified in Paragraph 4 hereinabove and to
consent to the assignment of the limited partnership interests as set forth
therein.
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 10
EXHIBIT "B"
Attached to and made a part of that certain
Assignment Agreement dated March 12, 2003
by and between BWP Gas, L.L.C.
and Far Group, Inc.
SCHEDULE OF SHARES
--------------------
The following is a schedule of shares of the common stock of Far Group, Inc. to
delivered to BWP in accordance with Paragraph 4 hereof:
Percentage of limited partnership interest Number of shares of the common
in Xxxx Miss. Partners, L.P. stock of Far Group, Inc. to be
acquired by Far Group, Inc. delivered to BWP Gas, L.L.C.
------------------------------- -----------------------------
10.0% limited partnership interest 1,875,000 shares
11.0% limited partnership interest 2,062,500 shares
12.0% limited partnership interest 2,250,000 shares
13.0% limited partnership interest 2,437,500 shares
14.0% limited partnership interest 2,625,000 shares
15.0% limited partnership interest 2,812,500 shares
16.0% limited partnership interest 3,000,000 shares
17.0% limited partnership interest 3,187,500 shares
18.0% limited partnership interest 3,337,500 shares
19.0% limited partnership interest 3,563,500 shares
20.0% limited partnership interest 3,750,000 shares
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ASSIGNMENT AGREEMENT
FAR GROUP, INC. /XXXX MISS. PARTNERS
PAGE 11
