ASSIGNMENT AGREEMENT

EXHIBIT 10.1
ASSIGNMENT AGREEMENT

ASSIGNMENT AGREEMENT

THIS AGREEMENT (the “Assignment Agreement”) is made and entered into on this day of August, 2007, between:

PIN PETROLEUM PARTNERS LTD, a company incorporated under the laws of the Province of British Columbia, having an office address of Suite 2410, 650 West Georgia Street, Vancouver, British Columbia, Canada, V6B 4N7

(the “Assignor”) AND:

SOUTH SEA ENERGY CORP., a company organized under the laws of the State of Nevada, having an office at 3402 Marquart Street, Houston, Texas, USA, 77027

(the “Assignee”)

WHEREAS, the Assignor has certain rights and obligations pursuant to a Letter of Intent dated July 18, 2007 with Muddy Minerals, LLC, a Wyoming corporation, to a property located in Converse County, Wyoming, known as the South Glenrock “C” field, (the “LOT”), a copy of which is attached hereto as Schedule A; and

WHEREAS, the Assignor wishes to assign all of its rights and obligations in the LO1 to the Assignee; and

WHEREAS, the Assignee accepts such assignment and has agreed to be bound by the LOI.

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein, IT IS HEREBY AGREED by the Assignor and the Assignee as follows:

1.                     The Assignor hereby assigns and transfers to the Assignee all of its rights and obligations in, to, and under the LOI, subject to all the terms and conditions hereof.

2.                     The Assignee hereby agrees to assume all of the Assignor's rights and obligations under the LOI.

3.                     The Assignor reaffirms and represents and warrants that:

(a) the LOI is valid and in full force and effect, and that the representations and

warranties contained in the LO1 are true and correct on the date hereof;

(b) it has not entered into any negotiations, arrangements or agreements (either oral or written) relating to the I„01 other than as contemplated hereby;

(c) the LOl and all of Assignor's right, title and interest therein and thereto are free and clear of any and all liens, charges, encumbrances and claims of whatsoever nature;

(d)Assignor has completed any and all corporate action necessary and/or required under applicable laws, rules and regulations, including corporate governance law in British Columbia, in order to transfer its right, title and interest in, to and under the LOI to the Assignee; and

(e) Assignor has full right and authority to enter into this Assignment Agreement and transfer, assign and convey to Assignee all of Assignor's right, title and interest relating to the LOI,

4.                     As consideration for the assignment of the LOI, the Assignee agrees to pa