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ASSIGNMENT OF AND SECOND AMENDMENT TO EXPLORATION AND
<br />PROSPECT DRILLING AGREEMENT
<br />Made as of this 18th day of January, 2010 and effective January 1, 2010
<br />("Effective Date ")
<br />This ASSIGNMENT OF AND SECOND AMENDMENT TO
<br />EXPLORATION AND PROSPECT DRILLING AGREEMENT ( "Second
<br />Amendment "), is made by, between, and among WILTON EARLE & SONS, with
<br />an address of 531 4th Ave., Craig, CO 81625 -3303 ( "LICENSOR "), COLORADO
<br />COAL RESOURCES, LLC with an address of 701 Market Street, Ste. 832, St.
<br />Louis, MO 63101 ( "LICENSEE "), and SAGE CREEK HOLDINGS, LLC with an
<br />address of 701 Market Street, Ste. 801, St. Louis, MO 63101 ( "ASSIGNEE ").
<br />LICENSOR; LICENSEE, and ASSIGNEE may be referred to individually as
<br />"Party" or together as "Parties ". In consideration of the sum of $10.00, the
<br />receipt of which LICENSOR hereby acknowledges, and in further consideration
<br />of the mutual covenants set forth below, LICENSOR, LICENSEE, and
<br />ASSIGNEE agree as follows:
<br />1. LICENSOR and LICENSEE entered into an Exploration and Prospect
<br />Drilling Agreement dated July 16, 2008 ( "Agreement ") covering the drilling
<br />of exploration holes at five (5) sites on LICENSOR'S Property in T5N,
<br />R87W, Sections 4, 5, 8 and 9, the term of which agreement expired on
<br />December 31, 2009.
<br />2. 1ICENSOR. and LICENSEE entered into an Amendment of Exploration
<br />and 'Prospect- Drilling Agreement • dated effective October. 10, 2008
<br />( "Amendment ") covering the drilling of exploration holes at five (5) sites on
<br />LICENSOR'S Property in T5N, R87W, Sections 4, 5, 8 and 9, the term of
<br />which agreement expired on December 31, 2009.
<br />3. LICENSEE hereby assigns its right, title and interest in and to the
<br />Amended Agreement to SAGE CREEK HOLDINGS, LLC and by signing
<br />below, SAGE CREEK HOLDINGS, LLC agrees to accept all of such right,
<br />title, and interest and assume the obligations of LICENSEE in all respects
<br />under the Agreement, as amended by Amendment and Second
<br />Amendment, and LICENSOR consents to such assignment. By signing
<br />below, SAGE CREEK HOLDINGS, LLC shall be LICENSEE for all
<br />purposes under the Agreement, as amended by Amendment effective.as
<br />of the dated first written above.
<br />4. LICENSOR and LICENSEE agree that.by this Second Amendment, the
<br />Agreement, as amended by the Amendment, is extended until December
<br />31, 2010.
<br />Except as herein amended; ' all " other terms and provisions: of- the
<br />Agreement shall remain in fLiil force and effect'
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