EXHIBIT 1.01 ASSIGNMENT OF CONTRACT

For and inconsideration of the mutual promises made herein and other valuable consideration, the receipt of which is hereby acknowledged, New Western Energy Corporation, a Nevada corporation (“Assignor”), hereby assigns all of its right, title, and interest in and to the Joint Venture Contract and Operating Agreement entered into by and between Assignor and RC Oil Co., Inc., dated October 8, 2009, and amendments thereto (collectively referred to as “Doshier Contract”) to XnE Inc., a Nevada corporation (“Assignee”).  A true and correct copy of the Doshier Contract is attached hereto marked as Exhibit “A” and incorporated herein by this reference as though fully set forth. The Assignment consists of a 75% leasehold interest in an oil lease and the corresponding net revenue as described in Exhibit A and Exhibit “B” attached herein and incorporated herein by this reference.

 

By this Assignment, Assignor hereby delegates to Assignee all of Assignor’s duties and obligations of performance of the Doshier Contract.

 

By accepting this Assignment, Assignee agrees to assume and perform all duties and obligations that Assignor has under the Doshier Contract, as if Assignee had been an original party to the Doshier Contract.  Assignee further agrees to indemnify and hold Assignor harmless from any liability for performance or nonperformance of the Doshier Contract.

As additional consideration for this Assignment, Assignee shall pay to the Assignor the following:

The initial payment of $10,000 shall not be at risk but will be convertible to a percentage of the interests represented by this Assignment divided by the $10,000.

This Assignment shall inure to the benefit of, and shall be binding upon, the assigns, the successors in interest, personal representatives, estates, heirs, and legatees of each of the parties hereto.

No modifications or amendments to this agreement shall be valid unless in writing and executed by both parties hereto.

If any term or provision of this agreement or the performance thereof shall to any extent be invalid or unenforceable, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this agreement permitted by law.

This agreement shall be governed by and construed in accordance with the laws of the State of California.