Contract

by iCarbon CORP
May 13th, 2002



                PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE

STATE OF TEXAS                          :
                                        :
COUNTY OF JEFFERSON                     :


         THIS PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE (Assignment") is
made this 29th day of January by and between TOUCHSTONE RESOURCES USA, INC., a
Texas corporation, with its offices located at 5858 Westheimer, Suite 708,
Houston, Texas 77057 (hereinafter called "Assignor") and BEPARIKO BIOCOM, a
Nevada corporation, with its offices located at One Belmont Avenue, Suite 417
Bala Cynwyd, Pennsylvania 19004 (hereinafter called "Assignee").

                              W I T N E S S E T H:

         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, Assignor does hereby GRANT, BARGAIN, SELL, ASSIGN,
TRANSFER, CONVEY, AND DELIVER unto Assignee, it successors and assigns, the
following:

1.       An undivided 6.25% interest in and to the oil, gas, and mineral lease
         identified and described in Exhibit "A," which is attached hereto and
         made a part hereof (referred to hereinafter as "Lease") insofar and
         only insofar as the Lease covers the land described in the Lease, all
         of said land being located in Jefferson County, Texas ("Lands"), with
         such 6.25% interest being subject to all the terms, provisions and/or
         conditions set forth in the Lease.

2.       The interest herein transferred and assigned to the Assignee shall bear
         its proportion share of all royalties and existing overriding royalties
         totaling thirty-four and one-half percent (34.5%) of all hydrocarbons
         produced and saved from the Lease. It being the express intention of
         the Assignor to deliver to Assignee a net revenue interest under the
         Lease equal to sixty-five and one-half percent (65.5%) attributable to
         the 100% leasehold interest.

         TO HAVE AND TO HOLD the Lease, together with all and singular, the
rights, privileges, and appurtenances anywise belonging thereto, unto Assignee,
its successors and assigns, forever, subject to the following exceptions,
reservations, covenants, conditions, and stipulations, as well as all other
instruments of record:

A.       This Assignment is made expressly subject to the terms and conditions
         of that certain Joint Operating Agreement dated November 30, 2001, by
         and between Touchstone Resources USA, Inc., as operator, and Hackberry
         Oil & Gas, L.P., Et Al, as non-operators.


- -------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASE
PAGE 1



         Assignor executes this Assignment with special warranty of title, by,
through and under Assignor, but not otherwise. All the terms, provisions,
conditions, covenants, and agreements herein contained shall constitute
covenants running with the land, and shall extend to and be binding on and will
inure to the benefit of Assignor and Assignee and their respective heirs, legal
representatives, successors, and assigns.

         EXECUTED as of the day and year first written above.



                                             TOUCHSTONE RESOURCES USA, INC.

                                             "Assignor"

                                             By:      __________________________
                                                      Mark A. Bush, President



                                             BEPARIKO BIOCOM

                                             "Assignee"

                                             By:      __________________________

                                             Title:   __________________________




- -------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASE
PAGE 2




                                [ACKNOWLEDGEMENT]



STATE OF TEXAS                          :
                                        :
COUNTY OF JEFFERSON                     :


         The foregoing instrument was acknowledged before me this ______ day of
_____________, 2002, by Mark A. Bush, President of Touchstone Resources USA,
Inc., a Texas corporation behalf of said corporation.

         Witness my hand and official seal.




                                        --------------------------------------
                                        Notary Public in and for the
                                        State of Texas


                                [ACKNOWLEDGMENT]


STATE OF TEXAS                          :
                                        :
COUNTY OF JEFFERSON                     :


         The foregoing instrument was acknowledged before me this ______ day of
_____________, 2002, by ______________________, _____________________ of
Bepariko Biocom, a Nevada corporation, on behalf of said corporation.

         Witness my hand and official seal.




                                        --------------------------------------
                                        Notary Public in and for the
                                        State of __________________



- -------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASE
PAGE 3




                                   EXHIBIT "A"

                   Attached to and made a part of that certain
                Partial Assignment of Oil, Gas and Mineral Lease,
                      dated April 25, 2002, by and between
                 Touchstone Resources USA, Inc., as Assignor and
                          Bepariko Biocom, as Assignee.

1.       Oil, Gas & Mineral Lease dated January 21, 2001, from Sandra Smith
         Melton, et al to J. Mark Smith & Associates, Inc., covering 98.868
         acres, more or less, recorded under Entry Number 2000007757 located
         Jefferson County, Texas.











- -------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASE
PAGE 4



                PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE


STATE OF TEXAS                          :
                                        :
COUNTY OF JEFFERSON                     :


         THIS PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE (Assignment") is
made this 25th day of April, 2002 by and between TOUCHSTONE RESOURCES USA, INC.,
a Texas corporation, with its offices located at 5858 Westheimer, Suite 708,
Houston, Texas 77057 (hereinafter called "Assignor") and BEPARIKO BIOCOM, a
Nevada corporation, with its offices located at One Belmont Avenue, Suite 417,
Bala Cynwyd, Pennsylvania 19004 (hereinafter called "Assignee").

                              W I T N E S S E T H:

         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, Assignor does hereby GRANT, BARGAIN, SELL, ASSIGN,
TRANSFER, CONVEY, AND DELIVER unto Assignee, it successors and assigns, the
following:

1.       An undivided 6.25% interest in and to the oil, gas, and mineral lease
         identified and described in Exhibit "A," which is attached hereto and
         made a part hereof (referred to hereinafter as the "Lease") insofar and
         only insofar as the Lease covers the lands described in the Lease, all
         of said land being located in Jefferson County, Texas ("Land"), with
         such 6.25% interest being subject to all the terms, provisions and/or
         conditions set forth in the Lease.

2.       The interest herein transferred and assigned to the Assignee shall bear
         its proportion share of all royalties and existing overriding royalties
         totaling twenty-six and one-half percent (26.5%) of all hydrocarbons
         produced and saved from the Lease. It being the express intention of
         the Assignor to deliver to Assignee a net revenue interest under the
         Lease equal to seventy-three and one-half percent (73.5%) attributable
         to the 100% leasehold interest.




- -------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASE
PAGE 1


         TO HAVE AND TO HOLD the Lease, together with all and singular, the
rights, privileges, and appurtenances anywise belonging thereto, unto Assignee,
its successors and assigns, forever, subject to the following exceptions,
reservations, covenants, conditions, and stipulations, as well as all other
instruments of record:

A.       This Assignment is made expressly subject to the terms and conditions
         of that certain Joint Operating Agreement dated November 30, 2001, by
         and between Touchstone Resources USA, Inc., as operator, and Hackberry
         Oil & Gas, L.P., Et Al, as non-operators.

         Assignor executes this Assignment with special warranty of title, by,
through and under Assignor, but not otherwise. All the terms, provisions,
conditions, covenants, and agreements herein contained shall constitute
covenants running with the land, and shall extend to and be binding on and will
inure to the benefit of Assignor and Assignee and their respective heirs, legal
representatives, successors, and assigns.

         EXECUTED as of the day and year first written above.

                                             TOUCHSTONE RESOURCES USA, INC.

                                             "Assignor"

                                             By:      __________________________
                                                      Mark A. Bush, President



                                             BEPARIKO BIOCOM

                                             "Assignee"

                                             By:      __________________________

                                             Title:   __________________________


- -------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASE
PAGE 2




                                [ACKNOWLEDGMENT]

STATE OF TEXAS                          :
                                        :
COUNTY OF JEFFERSON                     :


         The foregoing instrument was acknowledged before me this ______ day of
_____________, 2002, by Mark A. Bush, President of Touchstone Resources USA,
Inc., a Texas corporation behalf of said corporation.

         Witness my hand and official seal.




                                        --------------------------------------
                                        Notary Public in and for the
                                        State of Texas


                                [ACKNOWLEDGMENT]

STATE OF TEXAS                          :
                                        :
COUNTY OF JEFFERSON                     :


         The foregoing instrument was acknowledged before me this ______ day of
_____________, 2002, by ______________________, ___________________ of Bepariko
Biocom, a Nevada corporation, on behalf of said corporation.

         Witness my hand and official seal.




                                        --------------------------------------
                                        Notary Public in and for the
                                        State of ________________








- -------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASE
PAGE 3


                                   EXHIBIT "A"

                   Attached to and made a part of that certain
                Partial Assignment of Oil, Gas and Mineral Lease,
                      dated April 25, 2002, by and between
                 Touchstone Resources USA, Inc., as Assignor and
                          Bepariko Biocom, as Assignee.

1.       Oil, Gas & Mineral Lease dated January 21, 2001, from Sandra Smith
         Melton, et al to J. Mark Smith & Associates, Inc., covering 484.162
         acres, more or less, recorded under Entry Number 2000007756 located
         Jefferson County, Texas.







- --------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASES
PAGE 4



                PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASES

STATE OF TEXAS                          :
                                        :
COUNTY OF JEFFERSON                     :


         THIS PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASES (Assignment") is
made this 25th day of April, 2002 by and between TOUCHSTONE RESOURCES USA, INC.,
a Texas corporation, with its offices located at 5858 Westheimer, Suite 708,
Houston, Texas 77057 (hereinafter called "Assignor") and BEPARIKO BIOCOM,, a
Nevada corporation, with its offices located at One Belmont Avenue, Suite 417,
Bala Cynwyd, Pennsylvania, 19004 (hereinafter called "Assignee").

                              W I T N E S S E T H:

         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, Assignor does hereby GRANT, BARGAIN, SELL, ASSIGN,
TRANSFER, CONVEY, AND DELIVER unto Assignee, it successors and assigns, the
following:

1.       An undivided 6.25% interest in and to the oil, gas, and mineral leases
         identified and described in Exhibit "A," which is attached hereto and
         made a part hereof (collectively referred to hereinafter as "Leases")
         insofar and only insofar as the Leases cover the lands described in the
         Leases, all of said lands being located in Jefferson County, Texas
         ("Lands"), with such 6.25% interest being subject to all the terms,
         provisions and/or conditions set forth in the Leases.

2.       The interest herein transferred and assigned to the Assignee shall bear
         its proportion share of all royalties and existing overriding royalties
         totaling twenty-six and one-half percent (26.5%) of all hydrocarbons
         produced and saved from the Leases. It being the express intention of
         the Assignor to deliver to Assignee a net revenue interest under the
         Leases equal to seventy-three and one-half percent (73.5%) attributable
         to the 100% leasehold interest.

         TO HAVE AND TO HOLD the Leases, together with all and singular, the
rights, privileges, and appurtenances anywise belonging thereto, unto Assignee,
its successors and assigns, forever, subject to the following exceptions,
reservations, covenants, conditions, and stipulations, as well as all other
instruments of record:

A.       This Assignment is made expressly subject to the terms and conditions
         of that certain Joint Operating Agreement dated November 30, 2001, by
         and between Touchstone Resources USA, Inc., as operator, and Hackberry
         Oil & Gas, L.P., Et Al, as non-operators.



- -------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASE
PAGE 1



         Assignor executes this Assignment with special warranty of title, by,
through and under Assignor, but not otherwise. All the terms, provisions,
conditions, covenants, and agreements herein contained shall constitute
covenants running with the land, and shall extend to and be binding on and will
inure to the benefit of Assignor and Assignee and their respective heirs, legal
representatives, successors, and assigns.

         EXECUTED as of the day and year first written above.

                                             TOUCHSTONE RESOURCES USA, INC.

                                             "Assignor"

                                             By:      __________________________
                                                      Mark A. Bush, President



                                             BEPARIKO BIOCOM

                                             "Assignee"

                                             By:      __________________________

                                             Title:   __________________________





- -------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASE
PAGE 2



                                [ACKNOWLEDGMENT]

STATE OF TEXAS                          :
                                        :
COUNTY OF JEFFERSON                     :


         The foregoing instrument was acknowledged before me this ______ day of
_____________, 2002 by Mark A. Bush, President of Touchstone Resources USA,
Inc., a Texas corporation, on behalf of said corporation.

         Witness my hand and official seal.




                                        --------------------------------------
                                        Notary Public in and for the
                                        State of Texas



                                [ACKNOWLEDGMENT]

STATE OF TEXAS                          :
                                        :
COUNTY OF JEFFERSON                     :


         The foregoing instrument was acknowledged before me this ______ day of
_____________, 2002, by _____________________, __________ of Bepariko Biocom, a
Nevada corporation, on behalf of said corporation.

         Witness my hand and official seal.



                                        --------------------------------------
                                        Notary Public in and for the
                                        State of _______________






- -------------------------------
PARTIAL ASSIGNMENT OF
OIL, GAS AND MINERAL LEASE
PAGE 3



                                   EXHIBIT "A"

                   Attached to and made a part of that certain
               Partial Assignment of Oil, Gas and Mineral Leases,
                      dated April 25, 2002, by and between
                 Touchstone Resources USA, Inc., as Assignor and
                          Bepariko Biocom, as Assignee.


Lessor Lessee Lease Date Gross Acres Net Acres Recording Information - ------ ------ ---------- ----------- --------- --------------------- Anna Lowry SKH Energy 11/08/00 700.0000 41.5700 File No. 2000046400 Trustee for Partners II, LP Ruby James Bogert SKH Energy 11/01/00 0.0000 10.5100 File No. 2000042002 Tailer Partners II, LP Carolyn Loocke SKH Energy 11/03/00 0.0000 9.8573 File No. 2000043453 Partners II, LP Norman E. SKH Energy 10/27/00 0.0000 8.7500 File No. 2000043455 Knight Partners II, LP Frank Blair SKH Energy 10/27/00 0.0000 8.7500 File No. 2000043449 Reeves Partners II,LP Freeman SKH Energy 10/27/00 0.0000 4.4192 File No. 2000043456 Investments Partners II, LP G. MacCulloch SKH Energy 10/27/00 0.0000 4.4192 File No. 2000043450 Miller, II Partners II, LP Lawrence Mck SKH Energy 10/27/00 0.0000 4.4192 File No. 2000043457 Miller, Jr. Partners II, LP Gordon A. Judge SKH Energy 11/01/00 0.0000 3.9800 File No. 2000042003 Partners II, LP Dana M. Van SKH Energy 11/07/00 0.0000 1.3267 File No. 2000043447 Der Swaagh Partners II, LP Price Van Der SKH Energy 11/07/00 0.0000 1.3266 File No. 2000043442 Swaagh Partners II, LP Patricia Schulze SKH Energy 10/27/00 0.0000 1.1454 File No. 2000043452 Partners II, LP James E. SKH Energy 10/27/00 0.0000 1.1454 File No. 2000043451 Mechelay Partners II, LP
- ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 4 Diane Kasper SKH Energy 10/27/00 0.0000 1.1454 File No. 2000044493 Partners II, LP James L. Breese SKH Energy 11/01/00 0.0000 1.0000 File No. 2000043448 Partners II, LP Ann Breese SKH Energy 10/27/00 0.0000 1.0000 File No. 2000043454 White Partners II, LP Patricia Tailer SKH Energy 11/01/00 0.0000 6.6817 File No. 2000043441 Whitney Partners II, LP J. Kirk Van SKH Energy 11/07/00 0.0000 1.3267 File No. 2000043442 Der Swaagh Partners II, LP United States SKH Energy 12/06/00 0.0000 4.7727 File No. 2000046416 Trust Co. Partners II, LP Trustee Salvation SKH Energy 11/22/99 0.0000 1.0100 File No. 2001001487 Army, Inc. Partners II, LP Sandra L. SKH Energy 11/18/00 0.0000 0.8833 File No. 200004494 Praefke Partners II, LP Susan Hawkins SKH Energy 11/14/00 0.0000 3.5533 File No. 2000044495 Partners II, LP Janet Stonington SKH Energy 11/04/00 0.0000 0.4780 File No. 2000044496 Partners II, LP Lighthouse, Inc. SKH Energy 11/22/00 0.0000 1.0100 File No. 2000046409 Partners II, LP Jean Tailer SKH Energy 11/17/00 0.0000 3.1818 File No. 2000046396 Partners II, LP Wendyl Jay SKH Energy 11/17/00 0.0000 0.5300 File No. 2000046395 Partners II, LP Peter L. Tailer SKH Energy 11/30/00 0.0000 1.5900 File No. 2000046394 Partners II, LP Sydney Breese SKH Energy 11/18/00 0.0000 0.8838 File No. 2000046391 Partners II, LP Joan B. SKH Energy 12/06/00 0.0000 3.1818 File No. 2000046414 Herrmann Partners II, LP James L. Breese SKH Energy 11/18/00 0.0000 0.8838 File No. 2000046399 Partners II, LP
- ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 5 David Tailer SKH Energy 11/04/00 0.0000 0.4780 File No. 2000046417 Stonington Partners II, LP Maurice G. SKH Energy 11/03/00 0.0000 9.5454 File No. 2000046413 Clatworty Estate Partners II,LP Blaine Tailer SKH Energy 12/07/00 0.0000 3.1818 File No. 2001001488 Dixon Partners II, LP Garrett Kimball SKH Energy 12/07/00 0.0000 3.1818 File No. 2001001489 Partners II, LP Laura Kimball SKH Energy 12/07/00 0.0000 3.1818 File No. 2001001490 Partners II, LP Lindy Tailer SKH Energy 12/13/00 0.0000 0.2651 File No. 2001001491 Thompson Partners II, LP Phyllis D. SKH Energy 12/22/00 0.0000 2.3864 File No. 2001001492 Franklyn Partners II, LP Gordon H. SKH Energy 12/29/00 0.0000 2.6515 File No. 2001001493 Poulsen Partners II, LP Nancy D. SKH Energy 12/22/00 0.0000 2.3864 File No. 2001001494 Lamson Partners II, LP Reid R. Bogert SKH Energy 01/08/01 0.0000 1.7677 File No. 2001004091 Partners II, LP Cynthia Porter SKH Energy 12/29/00 0.0000 2.6515 File No. 2001004090 Green Partners II, LP Arthritis SKH Energy 11/22/00 0.0000 1.0100 File No. 2001004092 Foundation Partners II, LP Joseph J. SKH Energy 10/27/00 0.0000 1.1454 File No. 2000043451 Mechelay Partners II, LP Oliver Gordon SKH Energy 11/04/00 0.0000 0.4780 File No. 2001014764 Stonington, Jr. Partners II, LP Frances F. Davis SKH Energy 04/23/01 0.0000 3.5796 File No. 2001016918 Partners II,LP Peter Stonington SKH Energy 11/04/00 0.0000 0.4780 File No. 2001023483 Partners II, LP U.S. Co Trustee SKH Energy 01/18/00 0.0000 3.1818 File No. 2001014018 for Betty Dyer Partners II, LP
- ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 6 Joe A. Bordages, SKH Energy 11/16/00 73.4000 0.4129 File No. 2001021253 III, Ind. Partners II, LP Katherine SKH Energy 12/07/00 0.0000 0.4129 File No. 2001021252 Bordages Partners II, LP Brownlee Stephanie SKH Energy 11/18/00 0.0000 0.4129 File No. 2001021254 Knobel Partners II, LP A.W. Roark, SKH Energy 11/18/00 0.0000 3.6700 File No. 2001021255 Ind. & Trustee Partners II, LP David Roark, SKH Energy 11/18/00 0.0000 3.6700 File No. 2001021256 Ind. & Trustee Partners II, LP Charles G. SKH Energy 11/16/00 0.0000 29.3600 File No. 2001021257 Hooks, III, et al Partners II, LP Jesse Lee SKH Energy 11/18/00 0.0000 7.3400 File No. 2001021258 Roark Cain Partners II, LP Joe A. Bordages, SKH Energy 12/07/00 0.0000 0.4100 File No. 2001021253 Jr., Ind., et al Partners II, LP Joanna SKH Energy 05/10/01 0.0000 7.3400 File No. 2001021260 Matthews Partners II,LP Pastore, et ux Allison SKH Energy 11/18/00 0.0000 0.4129 File No. 2001021261 Koskella Partners II, LP Harriotte Bohn SKH Energy 11/02/00 94.4560 9.7857 File No. 2000046389 Partners II, LP William Louis SKH Energy 11/02/00 0.0000 9.7857 File No. 2000046388 Parker, Jr. Partners II, LP Suzanne Parker SKH Energy 11/02/00 0.0000 6.8657 File No. 2000046387 Dowiatt Partners II, LP Houston Baptist SKH Energy 11/20/00 0.0000 31.0482 File No. 2000046409 University Partners II, LP State of Texas SKH Energy 10/02/01 65.00 65.000 File No. M-102135 Partners II, LP
- ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 7