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r, 3_ ~~ ~~,;G,. ~~ ~~~ `1 ti ~(1Q`J Please reforonco the fotlawfrtq pNisio" ota"a Sa e1y "~ ntContracttlli blllinpe or rngnt~. rn'"in9 ASSIGNMENT OF.CONTRACT _,;L'~~~~~ THIS ASSIGNMENT 'OF CONTRACT ("Assignment" or "Aereement") is made and entered into as .of September ; 2006, by and among BROMLEY MINERAL HOLDINGS, LLC, a Colorado limited liability company ("Asst or" or " romle "), and the 'CITY AND COUNTY OF DENVER, acting by and through its BOARD OF WATER CO1vIMISSIONERS, a mnlucipa] corporation of the State .of Colorado ("Denver"), SOUTH ADAMS COUNTY WATER .AND SANITATION DISTRICT, a Colorado special .district, also acting in. an enterprise capacity pursuant to its WATER AND SEWER 1rNTERPRISE ("So. Adams"), THE FARMERS RESERVOIIt AND IRRIGATION COMPANY, a Colorado mutual ditch company ("FRICO"), THE BURLLNGTON bITCH;I2ESERVOIR AND LAND COMPANY, a Colorado mutual ditch company ("Burlin ton"), and TI3E HENRYLYN TRIZTGATION DISTRICT, n statutory intigatien district ("Hem~vlvn"). Denver and Dromley are sometimes collectively referred to iu this Assignment as .the "Purchasers;" FRTCO, Burlington and Henlylyn are sometimes collectively referred to in this Assigmnent as the "FRICO Companies")," and all of the parties are sometimes collectively referred to in this Assignment as the "Parties." RECITALS A. Bromley has entered into a Conh•act for Purchase of Land with an Effective Date of April 10, 2006 (as amonded; the "Contract"}, with SW TKO joint Venture, LLC ("SWTICO"), SW Villaneaux, LLC ("SWV"), and TKO, LLC ("TKO"), a copy of which Contract anal all amendments thereto is attached hereto as Exhibit A. relating to certain zeal property in City of Fort Lupton, Weld County, Colorado, more particularly described in ExhibitB attached hereto (the "Pro erl "): SWTKO, SWV and TIRO are collectively refereed to in the Contract and in this . Assignment as the "Sellers." - B. The Property is subject to a Gravel Property Lease (the "Minin Lesse") dated Tune 2, 2005 with Lafarge West, Inc., as tenant (the "Tettant"), C. Bromley has also entered into two separate agreements with Sellers (each, a "Ditch Shatz Aereement" and collectively the "Ditch Share Agreements"), copies of which are attached to the Contract, for the piuchase of shares o£ stock of the Fulton Irrigating Ditch Company and the water derived therefrom (such shares and the water, the "Subj_ect Water Rights„) D. Pursuant to Section 20 of the Contract, Bromley may assign its rights or delegate its duties under the Contract to certain .parties, hicluding Denver, without tho written Consent of Sellers. E. Bromley desh~es to assign to Denver and Denver desires to acquire from Bromley au assigrunent of certain rights under the Contract, on the tenris avd conditions set forth hi this Assigament. {p0306188 / 7}