ASSIGNMENT OF PARTICIPATION AGREEMENT,
CONVEYANCE AND BILL OF SALE
STATE OF COLORADO )
COUNTY OF DENVER )
KNOW ALL MEN BY THESE PRESENTS:
THAT INFINITY OIL & GAS, INC., having an address at 730 17th Street, Suite 250, Denver, Colorado
80202, hereinafter referred to as "Assignor", in consideration of Ten Dollars ($10.00) and other good and
valuable consideration to it in hand paid, the receipt of which is hereby acknowledged, does hereby grant,
convey, sell, assign and transfer unto INFINITY OIL & GAS OF WYOMING, INC., having an address at 211
West 14th, Chanute, Kansas 66720, hereinafter referred to as "Assignee", all of Assignor's right, title and interest
in and to the Participation Agreement ("Agreement") dated August 31, 1999 by and between the Assignor and
Wold Oil Properties, and any and all those associated rights to earn oil and gas leases and contracts lying in
Sublette, Wyoming, as evidenced and described in Exhibit "A" attached hereto and made a part hereof, together
with the rights incident and appurtenant thereto, or used or obtained in connection with said oil and gas leases,
contracts, and lands. However the Assignor does reserve unto itself an Overriding Royalty Interest under, and
defined within, the Participation Agreement which shall be paid and transferred in the form and fashion as set
forth on Exhibit "B" attached and made a part hereof.
This Assignment is subject to all of the terms and the express and implied covenants and conditions of the
Participation Agreement and/or lease(s) described on the attached Exhibit "A".
This Assignment is made without warranty, either express or implied, but is made with full transfer and
subrogation of rights and actions of warranty that Assignor may have as to the interest assigned.
The Assignee shall hold Assignor harmless, and defend Assignor, against any and all claims arising from, or in
conjunction with Assignees interests in, and ownership of, the Agreement, Leases and Lands.
This Assignment is subject to that P