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ASSIGNMENT OF CLAIM
<br />COLD DIV OF MINERALS & GEOLOGY, having offices at 1313 SDERMAN ST STE 215, DENVER, CO 80203 in consideration of the sum of
<br />$75.00 ("Pwchase Price"), does hereby transfer to Liquidity Solutions,inc., as agent ("Assignee"), having offices at One University Plaza, Suite 312,
<br />Hackensack, NJ 0760] all of the Assignor's right, title and interest in and to the claim or claims of Assignor, as more specifically set forth (the "Claim")
<br />against QUAKER COAL COMPANY INC., Debtors in the bankruptcy case (the "Proceedings"), in the United States Bankruptcy Court for theEastern
<br />District of Kentucky (the "Court"), Case No.00-51374 (the "Debtor") in the currently outstanding amount of not less than $1,500.D0and all rights and
<br />benefits of [he Assignor relating to the Claim, including without ]imitation the Proof of Claim identified below and the Assignor's rights to receive
<br />interest, penalties and fees, if any, which may be paid with respect to the Claim, and all cash, securities, instruments and other property which may be
<br />paid or issued by Debtor in satisfaction of the Claim. The Claim is based on amounts owed to Assignor by Debtor as set forth below and [his assignment
<br />shall be deemed an absolute and unconditional assigtunent of the Claim for the purpose of collection and shall not be deemed to create a security interest.
<br />Assignor represents and warrants that [check one of the following]:
<br />[ ] A Proof of claim has not been filed
<br />[ ] A Proof of cffiim in the amount of $ bas been duly and timely filed in the Proceedings (a true copy of such Proof of Claim is
<br />attached to this Assignment). If the Proof of Claim amount differs from the Claim amount set forth above, Assignee shall nevertheless be deemed the
<br />owner of that Proof of Claim subject to the terms of this Agreement and shall be entitled to identify itself as owner of such Proof of Claim on the records
<br />of the Court.
<br />Assignor further represents and warrants that the amount of the Claim is not less than $1,500.00that the amount is valid and that no objection to the
<br />Claim exists. Assignor further represents and warrants that a payment equal to approximately 14.7% of the allowed claim has been received by Assignor,
<br />in partial satisfaction of the Claim, that Assignor has no[ previously assigned, sold or pledged [he Claim [o any third party, in whole or in part, that
<br />Assignor owns and has title to the Claim free and clear of any and all liens, dauns, security interests or encumbrances of any kind or natwe whatsoever,
<br />and that there are no offsets or defenses or preferential payment demands that have been or tray be asserted by or on bebalf of Debtor or any other party
<br />to reduce the amount of the Claim or to impai its value. All terms of this agreement wi Il be kept wnfidential.
<br />Assignor is aware that the above Purchase Price may differ from the amount ultimately distributed in the Proceedings with respect to the Claim and that
<br />such amount may not be absolutely determined until eatry of a final order confirming a plan or reorganization. Assignor acknowledges that, except as set
<br />forth in this Assignment, neither Assignee nor any agent or representative of Assignee has made any representation whatsoever to Assignor regarding the
<br />status of the Proceedings, the condition of fhe Debtor (financial or otherwise) or any other matter relating to the Proceedings, the Debtor or the Claim.
<br />Assignor represents that it has adequate information concerning the business and financial condition of Debtor and the status of the Proceedings to make
<br />an informed decision regarding the sale of the Claim and that it has independently and wittout reliance on Assignce, and based on such infornta[ion as
<br />Assignor has deemed appropriate (including information available from the files of the Court of the Proceedings), made its own analysis and decision to
<br />enter into this Assignment of Claim.
<br />Assignor agrees to make to Assignee immediate proportional restitution and repayment of the above Pwchase Price to the extent that the Claim is
<br />disallowed, reduced, subordinated, is not classified as an claim or impaired for any reason whatsoever, in whole or in part, together with interest at the
<br />rate of five percent (5%) per annum on the amount repaid for the period from the date of this assignnment through [he date such repayment is made.
<br />Assignor further agrees to reimburse Assignee for al] losses, costs and expenses, including reasonable legal fees and costs, incurred by Assignee as a
<br />result of such disallowance or Assignor's objection to the transfer of this Claim. IN THE EVENT ASSIGNOR HAS PREVIOSLY ASSIGNED OR
<br />PLEDGED THIS CLAIM TO ANY THIItD PARTY, ASSIGNOR AGREES TO IMMEDIATELY PAY ASSIGNEE UPON DEMAND OF
<br />ASSIGNEE, LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO DOUBLE THE AMOUNT PAID TO ASSIGNOR HEREIN.
<br />1n the event the Claim is ultimately allowed in amount in excess of the amount pwchased herein, Assignor is hereby deemed to sell to Assignee, at
<br />Assignee's option only, and Assignee hereby agrees to pwchase, the balance of said Claim at the same percentage of claim paid herein not to exceed
<br />twice the claim amount specified above. Assignee shall remit such payment to Assignor upon Assignee's satisfacton that [he Claim has been allowed in
<br />the higher amount and is not subject to any objecion, claim, cause of action or offset by the Debtoc.
<br />Assignor hereby irrevocably appoints Assignee as its tme and lawful attorney and authorizes Assignee to act in Assignor's stead, [o demand, sue for,
<br />compromise and recover all such amounts as now are, or may hereafter become, due and payable for or on account of the Claim herein assigned.
<br />Assignor grants unto Assignee full authority [o do all things necessary to enforce the Chun and its rights thereunder pwsuant to this assignment of the
<br />Claim. Assignor agrees that the powers granted by this paragraph are discretionary in nature and that Assignee may exercise or decline to exercise such
<br />powers at Assignee's sole option. Assignee shall have no obligation to take any action to prove or defend the Claim's validity or amount in the
<br />Proceedings. Assignor agrees to take such further action, at its own expense, as may be necessary or desirable to effect the Assignment of [he Claim and
<br />any payments or distributions on acwunt of the Claim to Assignee including, without limitation, the execution of appropriate transfer powers, corporate
<br />resolutions and consents.
<br />Assignor agrees to forwazd to Assignee all notices received from Debtor, the court or any third party with respect to the Claim assigned herein to vote the
<br />Claim assigned herein and to take such action with respect to the Claim in the Proceedings, as Assignee may from time to time request. Assignor further
<br />agrees that any distribution received by Assignor on account of the Claus, whether in the form of cash, securities, instrument or any other property, shall
<br />constitute property of the Assignee [o which the Assignee has an absolute right, and that Assignor will hold such property in frost and will, at its own
<br />expense, promptly deliver to Assignee any such property in the same form received, together with any endorsements or documents necessary to transfer
<br />such property to Assignee.
<br />The terms of this assignment of the Claim shall be binding upon, and shall inure to the benefit ofAssignor, Assignee and their respective successors and
<br />assigns.
<br />IIII IIII III 1111111 IIIIIIIIII852837
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