Assignment of Overriding Royalty Interests

by Foreland Corp
January 27th, 1998
                   ASSIGNMENT OF OVERRIDING ROYALTY INTERESTS



         This Assignment of Overriding Royalty Interests (this "Assignment"),
dated effective as of January 1, 1998, at 7:00 a.m. local time (the "Effective
Time"), is from FORELAND CORPORATION, a Nevada corporation, and EAGLE SPRINGS
PRODUCTION LIMITED-LIABILITY COMPANY (also known as Eagle Springs Production
Limited Liability Company), a Nevada limited liability company (collectively
"Assignors"), both with an address of 12596 West Bayaud, Suite 300, Lakewood,
Colorado  80228, to ENERGY INCOME FUND, L.P., a Delaware limited partnership
("Assignee"), with an address of 136 Dwight Road, Longmeadow, Massachusetts
01106.

         For ten dollars and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by Assignors, Assignors hereby
grant, sell, assign, transfer and set over to Assignee, and its successors and
assigns, overriding royalty interests in the amounts set forth below in and to
all oil, gas and other hydrocarbons and minerals (collectively "Hydrocarbons")
produced, saved and marketed from the Land (as hereinafter defined) under and
pursuant to the terms and provisions of the Leases (as hereinafter defined).
The amount of the overriding royalty interests with respect to each portion of
the Land shall equal an undivided three percent (3%) of Assignors' net revenue
interest (that is, Assignors' share of all Hydrocarbons produced, saved and
marketed from such portion of the Land prior to giving effect to this
Assignment) in production from such portion of the Land, whether such net
revenue interest is attributable to a working interest, record title interest,
operating rights interest, overriding royalty interest or other interest owned
by Assignors.  If Assignors hereafter acquire additional interests in the
leasehold estates created by any of the Leases, overriding royalty interests or
other interests, in any portion of the Land that entitles Assignors to an
additional net revenue interest, then the overriding royalty interests herein
created and assigned in that portion of the Land shall automatically burden,
attach and be applied to, and payable out of and from, such additional interest
in the same proportion as set forth herein.

         In this Assignment, the oil and gas leases and other documents and
instruments described in Exhibit "A" hereto and any extensions, renewals or
replacements of such leases, documents and instruments shall be referred to
collectively as the "Leases," and individually as a "Lease."  In this
Assignment, the land specifically described in Exhibit "A" and all other land
(including, without limitation, all depths, horizons, formations and zones)
described in or covered by the Leases whether or not such land is specifically
described in Exhibit "A" shall be referred to as the "Land."

         Except as otherwise provided in this Assignment, the overriding royalty
interests herein created and assigned shall be treated, computed, calculated and
paid or delivered to Assignee in a same manner and under the same terms and
conditions as the royalties reserved to the lessors under the Leases.  The
overriding royalty interests herein created and assigned shall be free and clear
of any and all costs and expenses of drilling, development, production,
operation and marketing thereof (including costs and expenses of dehydrating,
treating, transporting, boosting, compressing or otherwise processing
Hydrocarbons in order to make the same marketable), except taxes applicable to
said overriding royalty interests and the production of income therefrom.

         The overriding royalty interests herein created and assigned shall
cover any and all oil, gas and other hydrocarbons and minerals of whatever kind
or character produced under the terms of the Leases, and all such substances
shall be included in the term "Hydrocarbons" for the purposes of this
Assignment.  The overriding royalty interests herein created and assigned shall
automatically burden, attach and be applied to and payable out of and from and
encumber any new lease or any extension, renewal or replacement of the Leases
covering the Land.  Assignee and its partners and its and their respective
directors, officers, partners, members, employees, agents, representatives,
consultants and designees shall have access to each and all of the Leases and
the Land and all operations thereon at all reasonable times, upon prior notice
to Assignors.

         Assignors shall maintain books and records sufficient to determine the
amounts payable hereunder, and such books and records shall be open for
inspection by Assignee during normal business hours.

         Assignee may elect to have its share of production attributable to the
overriding royalty interests herein created and assigned delivered to Assignee
in value or in kind, or otherwise separately dispose thereof.  If Assignee
elects to take in kind or separately dispose of its share of production,
Assignee shall be entitled to use all surface and other facilities for such
purpose without cost or expense to Assignee, all of which shall be borne by
Assignors.

         With the prior written consent of Assignee, which consent shall not be
unreasonably withheld, Assignors shall have the right and power at any time and
from time to time to pool or unitize the Leases and the Land, or any portion
thereof, with other leases and land into voluntary units or into units
established by any governmental authority having jurisdiction; and, if the
Leases or the Land, or any portion thereof, are so pooled or unitized, then the
overriding royalty interests herein created and assigned insofar as they relate
to said Leases and said Land shall be reduced in the proportion that the acreage
burdened by said overriding royalty interests bears to the total acreage
included within the pooled or unitized area.

         Assignors shall, subject to prudent practice in the oil and gas
industry, (i) keep in full force and effect all of the Leases and all rights-of-
way, easements and privileges necessary or appropriate for the proper operation
of the Leases by the proper payment of all rentals, royalties and other sums due
thereunder and the proper performance of all obligations and other acts required
thereunder; (ii) cause the Land and Leases to be properly maintained, developed
and continuously operated for the production of oil, gas and other hydrocarbons
and protected against drainage and damage in a good and workmanlike manner as a
prudent operator would in accordance with good oil field practice and applicable
federal, state, tribal and local laws, rules, regulations and orders; (iii) pay
or cause to be paid when due all expenses incurred in connection with such
maintenance, development, operation and protection of the Land and the Leases,
other than those being contested in good faith; (iv)  keep all goods, including
equipment, inventory and fixtures necessary for the operation of the Land and
the Leases in good and effective repair, working order and operating condition
and make all repairs, renewals, replacements, substitutions, additions and
improvements as are necessary and proper; (v) use its best efforts to market the
Hydrocarbons at the best prices and terms; and (vi) do all other things
necessary to keep Assignee's interest in the Land and the Leases unimpaired.

         This Assignment is intended to be and shall be an absolute,
unconditional and indefeasible perpetual assignment and transfer and not merely
a pledge or creation of a lien or security interest.

         Assignors shall execute, acknowledge and deliver or cause to be
executed, acknowledged and delivered, transfer orders or letters in lieu thereof
directing all pipeline companies or other purchasers of oil, gas or other
production from the Land or the Leases to make payment directly to Assignee for
all proceeds of production attributable to the overriding royalty interests
herein created and assigned after the Effective Time.  Any proceeds received by
Assignors attributable to the overriding royalty interests herein created and
assigned shall, when received, constitute trust funds in Assignors' hands and
shall be held by Assignors upon an express trust for Assignee in a segregated
account until remitted to Assignee.  Assignee hereby agrees to execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered any
and all corrections or supplemental assignments as shall be necessary in the
opinion of Assignee to more correctly state and describe the overriding royalty
interests created and assigned herein.

         Assignors agree to warrant and forever defend the title of Assignee to
the overriding royalty interests herein created and assigned from and against
any and all liens, security interests, encumbrances, defects, burdens and
claims.  Assignee shall have full right of substitution and subrogation in and
to all covenants of warranty heretofore given or made with respect to the Leases
and Land by parties other than Assignors.  If the title or interest of Assignors
or Assignee to the Land or the Leases or any part thereof, or the rights or
powers of Assignee hereunder, shall be attacked, either directly or indirectly,
or if any legal proceedings are commenced against Assignors, Assignee or the
Land or the Leases or any part thereof,  Assignors shall promptly give written
notice thereof to Assignee and at Assignors' own expense shall take all
reasonable steps diligently to defend against any such attack or proceedings,
employing attorneys reasonably acceptable to Assignee.  Assignee may take such
independent action in connection therewith as it may in its reasonable
discretion deem advisable, and all costs and expenses, including, without
limitation, attorneys' fees and legal expenses, incurred by or on behalf of
Assignee, shall be the obligation of Assignors.  Any references herein or in
Exhibit "A" to liens, encumbrances and other burdens are for the purposes of
defining the nature and extent of Assignors' warranties and shall not be deemed
to ratify, recognize or create any rights in third parties.

         Assignors shall comply with all laws, rules, regulations, ordinances
and orders of all local, tribal, state and federal governmental bodies,
authorities and agencies, including, without limitation, all laws, rules,
regulations, ordinances and orders pertaining to health, safety, pollution and
the environment; and Assignors agree to indemnify, defend, save and hold
Assignee harmless from and against any and all claims, demands, liabilities,
losses, damages, causes of action, judgments, penalties, fees (including
reasonable attorneys' fees), costs and expenses of any kind or character, known
or unknown, fixed or contingent, in any way relating thereto or arising
therefrom.

         Assignee is executing this Assignment for the purpose of confirming and
acknowledging that, unless otherwise specifically set forth in an instrument
duly executed by Assignee, or its successors or assigns, and recorded in the
real property records of the counties in which the Land is located, no portion
of the overriding royalty interests herein created and assigned to Assignee
shall merge with or into any other interests in the Land or the Leases owned by
Assignee (including, without limitation, any liens or security interests created
for the benefit of Assignee or any leasehold, royalty, overriding royalty,
production payment, net profit or other interests acquired pursuant to
foreclosure of any such liens or security interests, conveyance or deed in lieu
of foreclosure or otherwise), or be otherwise affected by reason of the
contemporaneous ownership of any interests in the Land or the Leases by
Assignee, or its successors or assigns, and that the overriding royalty
interests herein created and assigned to Assignee shall constitute interests in
the Land burdening the Leases that shall be held and maintained by Assignee
separately from any other interests in the Land or the Leases.

         If any right, interest or estate in property granted by this Assignment
or pursuant hereto does not vest upon the date hereof, such right, interest or
estate shall vest, if at all, within twenty-one years less one day after the
death of the last surviving decedent of Joseph P. Kennedy, father of John F.
Kennedy, former President of the United States of America, who is living on the
date of the execution of this Assignment by Assignors or the Effective Time,
whichever is earlier.

         This Assignment and the covenants, agreements, representations,
warranties and indemnities contained herein shall run with the land and shall
bind Assignors and shall inure to the benefit of Assignee, and their respective
successors and assigns.

         Executed as of January 6, 1998, to be effective for all purposes as of
the Effective Time.

                             ASSIGNORS:

                             FORELAND CORPORATION, a
                             Nevada corporation
                             

                             By  /s/ N. Thomas Steele
                               N. Thomas Steele,
                               President

                               Tax I.D. No. 87-0422812
                               

                             EAGLE SPRINGS PRODUCTION
                             LIMITED-LIABILITY COMPANY (also
                             known as Eagle Springs Production Limited
                             Liability Company), a Nevada limited liability
                             company

                             By  /s/ N. Thomas Steele
                               N. Thomas Steele,
                               Manager

                               Tax I.D. No. 87-0522668
                            


                             ASSIGNEE:

                             ENERGY INCOME FUND, L.P., a Delaware limited
                             partnership

                             By:   EIF GENERAL PARTNER, L.L.C., a Delaware
                                   limited liability company, its General
                                   Partner

                                   By  /s/ Steven P. McDonald
                                     Steven P. McDonald,
                                     Vice President

                                   Tax I.D. No. 04-3309082
                                   
                                   
                          ACKNOWLEDGMENT CERTIFICATES



STATE OF COLORADO                )
                                 ) ss.
CITY AND COUNTY OF DENVER        )

         This instrument was acknowledged before me on January 8, 1998, by
N. THOMAS STEELE, Manager of EAGLE SPRINGS PRODUCTION LIMITED-LIABILITY COMPANY
(also known as Eagle Springs Production Limited Liability Company), a Nevada
limited liability company.


                             /s/ Judith J. Bulanowski
                             Notary Public

My commission expires:  10/14/2001

(NOTARIAL SEAL)



STATE OF COLORADO                )
                                 ) ss.
CITY AND COUNTY OF DENVER        )

         This instrument was acknowledged before me on January 8, 1998, by
N. THOMAS STEELE, as President of FORELAND CORPORATION, a Nevada corporation.


                             /s/ Judith J. Bulanowski
                             Notary Public

My commission expires:  10/14/2001

(NOTARIAL SEAL)



STATE OF COLORADO                )
                                 ) ss.
CITY AND COUNTY OF DENVER        )

         This instrument was acknowledged before me on January 8, 1998, by
STEVEN P. McDONALD, Vice President of EIF GENERAL PARTNER, L.L.C., a Delaware
limited liability company, the General Partner of ENERGY INCOME FUND, L.P., a
Delaware limited partnership.


                             /s/ Judith J. Bulanowski
                             Notary Public

My commission expires:  10/14/2001

(NOTARIAL SEAL)