Contract

EXHIBIT 10.2 ASSIGNMENT OF MORTGAGE FEBRUARY 25, 2004 Date of Assignment - ----------------------------------- Samson Exploration N.L. "Assignee" Level 36, Exchange Plaza 2 The Esplanade Perth, Western Australia 6000 AUSTRALIA - ----------------------------------- Barry D. Lasker "Assignor" 451 Brown Saddle Street HOUSTON, TX 77057 - ----------------------------------- Mortgage, Deed of Trust, Security "Mortgage" Agreement, Assignment of Production and Financing Statement - ----------------------------------- MAY 5, 2003 Date of Mortgage - ----------------------------------- JUNE 16, 2003 Recording Date of Mortgage - ----------------------------------- CAMPBELL COUNTY, WY County of Recording - ----------------------------------- 817933 Reception No. - ----------------------------------- 1879 Book of Photos - ----------------------------------- 501-519 Pages - ----------------------------------- KNOW ALL MEN BY THESE PRESENTS that Kestrel Energy, Inc., a Colorado corporation ("Kestrel"), did execute and deliver the Mortgage described above and did grant, bargain, sell and convey the property described in the Mortgage to the Assignor to secure the payment of a Revolving Credit Master Note dated May 5, 2003 (the "Note") for the original principal sum of Two Hundred Thousand U.S. Dollars (US$200,000), together with interest, and to secure Kestrel's obligations under the Revolving Credit Loan Agreement dated May 5, 2003, as amended February 24, 2004 (the "Credit Agreement"). NOW THEREFORE, in consideration of the sum of Two Hundred Thousand U.S. Dollars (US$200,000), paid to the Assignor, the receipt and sufficiency of which is hereby acknowledged, the Assignor hereby assigns unto the Assignee, the Mortgage, the Note, and the Credit Agreement, together with all moneys now owing or that may hereafter become due or owing in respect thereof, and the full benefit of all the powers and of all the covenants and provisos therein contained, and the Assignor hereby grants and conveys unto the Assignee, the real property (the "Property"), situate in the County of Campbell, State of Wyoming, described in EXHIBIT A attached hereto and made a part hereof. TO HAVE AND TO HOLD the Mortgage, Note, and Credit Agreement, and also the Property, unto the Assignee forever, subject to the terms contained in the Mortgage, Note, and Credit Agreement And the Assignor hereby covenants with the Assignee that the Note is a good and valid security and that the sum of Two Hundred Thousand U.S. Dollars (US$200,000) remains unpaid on the Note and that the Assignor has not done or permitted any act, matter or thing whereby the Mortgage has been released or discharged, either partly or in entirety and has the right to assign the Mortgage, Note, and Credit Agreement and will upon request, do, perform and execute every act necessary to enforce the full performance of the covenants and agreements therein contained. This Assignment and the covenants herein shall extend to and be binding upon the heirs, personal representatives, successors and assigns of the respective parties hereto. Assignor will promptly endorse the Note to the order of Assignee. The indebtedness arising under and evidenced by the Note and the Credit Agreement is a continuing indebtedness and nothing contained herein shall be construed to have paid any of such indebtedness or to have released or terminated any lien granted by Kestrel. IN WITNESS WHEREOF, the Assignor has executed this Assignment the day and year first above written. Attest: ASSIGNOR: /S/SHEILA A. ALLEN /S/BARRY D. LASKER - ----------------------------------- ----------------------------------- Barry D. Lasker -2- STATE OF TEXAS ) ) ss. COUNTY OF HARRIS ) The foregoing instrument was acknowledged before me this 25th day of February, 2004 by Barry D. Lasker. Witness my hand and official seal. My commission expires: 05-06-04 ---------------------------------- /S/SHEILA A. ALLEN ---------------------------------- Notary Public -3- EXHIBIT A 1. Well: Government 14-17 .046875 Working Interest .037500 Net Revenue Interest Prospect: Deep Draw Location: TOWNSHIP 53 NORTH, RANGE 69 WEST -------------------------------- Section 17: Lots 13 and 14 Campbell County, Wyoming Lease Date: 2/1/77 Lessor: USA W-57318 Lessee: Carolyn R Svalina Description: TOWNSHIP 53 NORTH, RANGE 69 WEST -------------------------------- Section 17: Lots 13 and 14, below the base of the Cretaceous formation Recorded: Not Recorded 2. Well: KD Federal 33-1 .12000 Working Interest .09303 Net Revenue Interest 3. Well: KD Federal 33-8 .12000 Working Interest .09303 Net Revenue Interest 4. Well: KD Federal 33-9 .13000 Working Interest .096175 Net Revenue Interest Prospect: Kicker Draw Location: TOWNSHIP 47 NORTH, RANGE 70 WEST -------------------------------- Section 33: E/2 Campbell County, Wyoming Lease Date: 10/1/84 Lessor: USA W-76330 Lessee: Donna Wright Description: TOWNSHIP 47 NORTH, RANGE 70 WEST -------------------------------- Section 33: NE, SE Recorded: Book 325, Page 522 A-1 5. Well: Simpson 27-2 .125000 Working Interest .099375 Net Revenue Interest Prospect: Double Shield Location: TOWNSHIP 51 NORTH, RANGE 70 WEST -------------------------------- Section 27: NENW Campbell County, Wyoming Lease Date: 11/1/68 Lessor: John H. Simpson, etux Lessee: Conley P Smith Description: TOWNSHIP 51 NORTH, RANGE 70 WEST Section 27: NENW Recorded: Book 867, Page 198 Lease Date: 11/6/68 Lessor: USA W-15548A Lessee: Stuart L Carter Description: TOWNSHIP 51 NORTH, RANGE 70 WEST -------------------------------- Section 27: S/2NW, SWNE Recorded: Not Recorded 6. Well Name: Pierce Unit Tract 1A 1.0 Working Interest .8234375 Net Revenue Interest Prospect: Pierce Unit Location: TOWNSHIP 48 NORTH, RANGE 70 WEST -------------------------------- Section 34: Lot 1 (NENE) Campbell County, Wyoming Lease Date: 11/1/75 Lessor: USA W-52273 Lessee: Kathryn S Ellis Recorded: Not Recorded 7. Well Name: Pierce Unit Tract 1B .625000 Working Interest .520625 Net Revenue Interest Prospect: Pierce Unit Location: TOWNSHIP 48 NORTH, RANGE 70 WEST -------------------------------- Section 34: Lot 2 (NWNE) Campbell County, Wyoming A-2 Lease Date: 11/1/75 Lessor: USA W-52273 Lessee Kathryn S Ellis Recorded: Not Recorded 8. Well Name: Pierce Unit 2 1.0 Working Interest .8086979 Net Revenue Interest Prospect: Pierce Unit Location: TOWNSHIP 48 NORTH, RANGE 70 WEST -------------------------------- Section 27: Lot 8 (NESE), Lot 13 (SWSE), Lot 14 (SESE) Campbell County, Wyoming Lease Date: 11/1/77 Lessor: USA W-60839 Lessee: William E Pierce Recorded: Not Recorded 9. Well Name: Pierce Unit Tract 3 1.0000 Working Interest .80625 Net Revenue Interest Prospect: Pierce Unit Location: TOWNSHIP 48 NORTH, RANGE 70 WEST -------------------------------- Section 26: Lot 12 (NWSW), Lot 13 (SWSE) Campbell County, Wyoming Lease Date: 8/1/88 Lessor: USA WY-112287 Lessee: Exxon Corporation Recorded: Not Recorded A-3