ASSIGNMENT, CONVEYANCE AND BILL OF SALE

THAT, subject to the terms, reservations and conditions hereinafter set forth, LETT OIL & GAS, L.P. (hereinafter referred to as "Assignor"), for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, BARGAIN, SELL, CONVEY and ASSIGN unto REEF OIL & GAS INCOME AND DEVELOPMENT FUND III, L.P. (hereinafter referred to as "Assignee"), all of Assignor's right, title and interest in and to the following (the "Subject Property"):

 

(a)           Fee Minerals.  All of Assignor's right, title and interest in and to the fee, fee mineral and fee royalty interests described in Exhibit "A" (the "Fee Interests");

 

(b)           Leaseholds. All of Assignor's right, title and interest in and to all oil and gas leaseholds, oil, gas and other minerals, including working interests, carried working interests, rights of assignment and reassignment, net revenue interests, record title interests, undeveloped locations and all other interests under or in oil, gas or mineral leases, and interests in rights to explore for and produce oil, gas or other minerals whi ch are described in Exhibit "A" (the "Leases");

 

(c)           Rights in Production. All of Assignor's right, title and interest in and to all reversionary interests, backin interests, overriding royalties, production payments, net profits interests, mineral and royalty interests in production of oil, gas or other minerals attributable or allocable to the Fee Interests or the Leases, to the extent produced on or after the Effective Date;

 

(d)           Wells.All of Assignor's right, title and interest in and to producing, non-producing and shut-in oil and gas wells and saltwater disposal or injection wells located upon the lands to which the Fee Interests or the Leases apply (the "Wells");

 

(e)           Unit.All of Assignors right, title and interest in and to the production from the pool or unit set forth on Exhibit "B" (the "Unit");

 

(f)           Contract Rights.  All of Assignor's right, title and interest in or derived from pooling, unitization, and other contracts and agreements, orders and decisions of regulatory authorities establishing or relating to units, unit operating ageements, operating agreements, gas purchase agreements, oil purchase agreements, gathering agreements, transportation agreements, processing or trea ting agreements, farmout agreements and farmin agreements and any other agreements described in Exhibit "C", which relate to any of the Fee Interests, Leases, Wells or Unit to the extent such contracts are assignable (hereinafter the "Contracts"). In the event there are other agreements or contracts necessary or desirable with respect to the operations being conducted on the Fee Interests, Leases, Wells or Unit, at its option, Assignee shall be entitled to the benefits of such contracts or agreements;

 

 

 

 

 

 

4.      Further Assurances. Assignor agrees to execute, acknowledge and deliver such further conveyances and other instruments as may be reasonably necessary to more fully assure Assignee all rights granted herein or intended so to be.

 

5.      Successors and Assigns. All of the terms, provisions, covenants and agreements herein contained shall extend to and be binding upon Assignor and Assignee, their respective successors and assigns.

 

6.      Counterparts. The Assignment may be executed by Assignor and Assignee in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same instrument.