PARTIAL ASSIGNMENT OF OIL AND GAS LEASES

Exhibit 10.2

PARTIAL ASSIGNMENT OF OIL AND GAS LEASES

This Partial Assignment of Oil and Gas Leases (“Assignment”) is made by CGM, LP, a Delaware limited partnership (“Assignor”), whose address is 3050 Post Oak Boulevard, Suite 850, Houston, Texas, 77056, in favor of Contango Operators, Inc., a Delaware corporation (“Assignee”), whose address is 3700 Buffalo Speedway, Suite 960, Houston, Texas, 77098.

WHEREAS, Assignor is the present owner and holder of working interests in those certain oil and gas leases as more fully described in Exhibit “A” attached hereto and made a part hereof (the “Leases”).

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor does hereby and by these presents GRANT, BARGAIN, SELL, TRANSFER, SET OVER AND ASSIGN unto Assignee, subject to the further provisions hereof, an undivided 4.07452% working interest in and to each of the Leases, a like interest in and to any and all wells, caissons, platforms, pipelines, facilities, equipment and related assets appurtenant to each of the Leases, and a like interest in all oil, gas and/or condensate produced therefrom (collectively, the “Assigned Interests”).

TO HAVE AND TO HOLD the Assigned Interests unto Assignee and its successors and assigns forever, together with all rights and privileges appurtenant thereto. Assignor specially warrants title to the Assigned Interests as to all claims by, through and under it but not otherwise.

Assignment and the Assigned Interests conveyed herein are subject to the following:

1. All the terms and the express and implied covenants, obligations and conditions of the Leases, including, but not by way of limitation, the proper plugging of any well bores, proper disposal with any wastes or transfer or assumption of any applicable permits, bonds, approvals and licenses, which terms, covenants, obligations and conditions the Assignee hereby assumes and agrees to perform with respect to the Assigned Interests; and

2. The terms and provisions of the contracts, agreements and assignments identified on Exhibit “B” (collectively, the “Contracts”) attached hereto and made a part hereof for all purposes, and Assignee, to the extent of the Assigned Interests agrees to be bound by and assumes all of its respective obligations under and pursuant to each of the Contracts, including, without limitation, a proportionate share of the overriding royalty interests provided for in the Contracts to the extent same apply to the Assigned Interests;

3. To the extent not described on Exhibit “B” hereto, all assignments, conveyances, liens or agreements of record in the offices of the State Mineral Board of the State of Louisiana or in the public records of Iberia Parish, Louisiana.

From and after the Effective Date (as defined hereafter), all operations conducted by Assignee with respect to the Leases shall be conducted in accordance with the terms and conditions of the Leases and in compliance with all applicable orders, laws, ordinances, rules and regulations of federal, state and other governmental agencies having jurisdiction over the lands covered by the Leases.

Assignor and Assignee agree to execute such other documents as may be reasonably necessary in order that this Assignment, or such governmental transfer form as may have been executed by the parties in connection herewith, can be approved by the appropriate governmental authority having jurisdiction, and to execute such governmental forms as may be required of Assignee by such governmental authority to designate Contango Operators, Inc. as the current operator of the Lease.

This Assignment shall bind and inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns.

This Assignment is made subject to the approval of the State Mineral Board of the State of Louisiana.

[Signature Page Follows]

IN WITNESS WHEREOF, this Assignment is executed as of this 3rd day of January, 2008, but effective for all purposes as of January 1, 2008 (“Effective Date”).

I,                                         , a Notary Public in and for said County and State, hereby certify that                                         , whose name as                      of CGM GP, LLC, the General Partner of CGM, LP, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he, as such officer, and with full authority, executed the same voluntarily for and as the act of said company.

Given under my hand and official seal, this      day of             , 200    .

I,                                         , a Notary Public in and for said County and State, hereby certify that Kenneth R. Peak, whose name as Chairman & Secretary of Contango Operators, Inc., is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he, as such officer, and with full authority, executed the same voluntarily for and as the act of said company.

Given under my hand and official seal, this      day of             , 200    .

EXHIBIT “A”

LEASES

The following described Leases, INSOFAR AND ONLY INSOFAR as said Leases affect depths from the surface down to the stratigraphic equivalent of 15,753’ TVD as seen in the Contango Operators, Inc. State Lease No. 18640 #1 well, API #17709203750000, to-wit:

EXHIBIT “B”

CONTRACTS