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<br />B[LL OF SALE
<br />RECITALS
<br />A. A. P. Maxwell Development, Co., L.L.C., an Indiana limited liability
<br />company ("Maxwell"), has entered into a Purchase Agreement with Basin
<br />Resources, Inc., a Colorado corporation ("Basin"), of even date herewith;
<br />B. Pursuant to the Purchase Agreement, Basin has agreed to grant,
<br />bargain, sell, assign, transfer and set over unto Picketwire Processing, LLC
<br />("Picketwire"), its successors, assigns, and Permitted Designees, certain personal
<br />property;
<br />C. Unless specifically defined in this Bill of Sale the capitalized terms used
<br />herein shall have the meanings specified in the Purchase Agreement.
<br />NOW, THEREFORE, Iv'VOW ALL MEN BY THESE PRESENTS, that for and
<br />in consideration of the sum of and other good and valuable
<br />consideration in hand paid simultaneously with the execution and delivery of this
<br />• Bill of Sale by Basin, the receipt, adequacy and sufficiency of which are hereby
<br />acknowledged, Basin does hereby grant, bargain, sell, assign, transfer and set over
<br />unto Picketwire, its successors, assigns, and Permitted Designees, all of the personal
<br />property owned by Basin and located at the New Elk mine facility in Las Animas
<br />County, Colorado, including, to the extent that such personal property is, in fact, at
<br />the New Elk mine facility, the items set forth in Attachment A hereto (the
<br />"Personalty") (Exhibit A is not a physical inventory, but was developed from Basin's
<br />accounting records, therefore Basin does not represent that said items are at the New
<br />Elk mine facility and has no obligation to replace items which may not be at that
<br />facilitv).
<br />TO HAVE AND TO HOLD, all and singular each item of the Personalty to
<br />Picketwire, its successors and assigns, for its benefit forever. Basin for itself and its
<br />successors by these presents shall and does hereby warrant to Maxwell, its successors
<br />and assigns, and will forever defend title to the Personalty in the quiet and peaceful
<br />possession of Maxwell, its successors and assigns, against all and every person or
<br />persons claiming through or under Basin but not otherwise.
<br />This Bill of Sale shall in all respects be governed by, and construed in
<br />accordance with, the laws of the State of Colorado, including all matters of
<br />construction, validity and performance.
<br />• Basin also lierebv grants and transfers to Ivfax~vell, its successors and assigns,
<br />to the extent so transferable, the benefit of and the right to enforce the covenants
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