CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (“AGREEMENT”) is entered into as of February 1, 2007 by and among GOLDRANGE RESOURCES, INC., a Nevada corporation (“Company”), JMT RESOURCES, LTD., a Texas limited partnership (“JMT”), REO ENERGY, LTD., a Texas limited partnership (“REO”), and BENCO OPERATING, INC., a Texas corporation (“BENCO”) (JMT, REO and BENCO shall sometimes be referred to herein individually as a “CONTRIBUTOR” and collectively as the “CONTRIBUTORS”).

WHEREAS, JMT, REO and BENCO have agreed to contribute certain assets and property to the Company in exchange for shares of capital stock of the Company (the “SHARES”);

WHEREAS, JMT desires to contribute, transfer and assign to the Company all right, title and interest in and to those assets listed on Exhibit A hereto in exchange for an aggregate of 15,822,750 shares of common stock, par value $0.001 per share, of the Company (“COMMON STOCK”) pursuant to Section 351 of the Internal Revenue Code of 1986, as amended (the “CODE”);

WHEREAS, REO desires to contribute, transfer and assign to the Company all right, title and interest in and to those assets listed on Exhibit B hereto in exchange for an aggregate of 22,855,500 shares of Common Stock of the Company pursuant to Section 351 of the Code;

WHEREAS, BENCO desires to contribute, transfer and assign to the Company all right, title and interest in and to those assets listed on Exhibit C hereto in exchange for an aggregate of 16,041,750 shares of Common Stock of the Company pursuant to Section 351 of the Code;

WHEREAS, prior to the execution of this Agreement and the contribution of the assets pursuant hereto, the Company has received an aggregate of 18,820,690 shares of its Common Stock from certain of its stockholders for return to the treasury and for cancellation, which shares are no longer outstanding, and the Company has issued and outstanding an aggregate of 13,379,310 shares of its Common Stock (before taking into effect the issuance of shares pursuant to this Agreement);

WHEREAS, the contributions pursuant to this Agreement and the exchange pursuant to the Agreement and the private placement transaction are part of a plan under Section 351 of the Internal Revenue Code of 1986, as amended, and are intended to close concurrently; and

WHEREAS, the parties desire to enter into this Agreement with respect to the assets and property being contributed and assigned to the Company by JMT, REO and BENCO and the Company desires to accept such contribution and assignment, on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:

1.    DEFINITIONS. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Section 1.1 have the meaning herein and assigned to them in the capitalized terms defined by inclusion in quotation marks and parenthesis elsewhere in the Agreement have the meaning so ascribed to them.

1.1.    “Acquired Assets” or “Assets” means the Properties, the Related Rights, the Related Assets, the Related Records, the Related Equity Interests, the Current Assets and other Assets of Contributors.

1.2.    “Agreement” means this Agreement to contribute assets.

1.3.    “Basic Documents” means all of the oil, gas and other mineral leases, assignments of other interests which comprise the Properties and all contractually binding arrangements to which the Properties may be subject and which will be binding on the Properties or the Company after the Closing (including without limitation, overriding royalty assignments, farmout and farmin agreements, option agreements, forced pooling orders, assignments of production payments, unit agreements, and joint operating agreements.

1.4.    “Closing Date” means 10:00 a.m., California time, February 2, 2007, or subject to Section 3.2 such other date as mutually agreed to by the parties hereto.

1.5.    “Closing” means the closing of the transactions contemplated by this Agreement on the closing day at the offices of Greenberg Traurig, 650 Town Center Drive, Suite 1700, Costa Mesa, California, or at such other places mutually agreed to by the parties hereto.

1.6.    “Current Assets” means all cash, inventories, accounts and notes receivable, prepaid expenses, other current assets of Contributors as of the Closing Date.

1.7.    “Developed Leases” means those leases held by actual, constructive or allocated production.

1.8.    “Effective Date” means the same date as the Closing Date.

1.9.    “General Assignment” means the assignment and bill of sale conveying to the Company all the Acquired Assets.

1.10.    “Producing Properties” means Developed Leases to the extent included as shown on Producing Properties.

1.11.    “Properties” means all of the oil, gas and other mineral properties, rights and undivided interests, including but not limited to leasehold, fee, mineral, royalty and overriding royalty interests, payments out of production and other rights, including contractual rights to production and contractual rights for providing for the acquisition or earning of any such interest, owned by Contributors in whole or in part, whether directly or indirectly, as set forth in the lease list.

1.12.    “Related Assets” means all the real, personal and mixed property located on the Properties or used in operation thereof, including but not limited to those interests and items which are owned by Contributors, including, without limitation, wells, well equipment, casings, tanks, crude oil, tubing, pumps, motors, fixtures, machinery and other equipment, and all other improvements using the operation thereof.

1.13.    “Related Records” means all the files, records and data relating to the Acquired Assets, including without limitation, title records (including abstracts of title and title curative documents), computer software and related contracts, correspondence, geological, geophysical and seismic records, and all related matters, and tax returns and related work papers and financial statements of the Contributors.

1.14.    “Related Rights” means:

(a)    (i) all rights, privileges, benefits and powers (including without limitation, permits, licenses, servitudes, easements and rights of way) conferred upon the Contributors with respect to the use and occupation of the surface of, and the subsurface depths under, the land covered by and benefiting its Properties which may be necessary, convenient or incidental to the possession and enjoyment of the interests; (ii) all rights in respect of any pooled or unitized acreage by virtue of any Property being a part thereof, including all production from the pool or unit allocated to any such Property; (iii) all rights, options, titles and interests of Contributors granting Contributors the right to obtain or otherwise earn interests with respect to its Properties whether by drilling wells, causing wells to be drilled, payment of money or otherwise; (iv) all tenements, herediments and appurtenances belonging to such Properties;

(b)    all orders, gas purchase and sale contracts, pre-purchase and sale agreements, subsurface leases, farmin agreements, farmout agreements, acreage contribution agreements, operating agreements, processing agreements, options, leases of equipment or facilities and other contracts, agreements and rights which are owned by Contributors in whole or in part and are (i) appurtenant to the Properties, or (ii) used or held for use in connection with the ownership or operation of the Properties or with the production, sale or disposal of water, hydrocarbons or associated substances.

1.15.    “Working Interest” means the operating interests under an oil and gas lease and when used in the plural, the aggregate of all such interests.

2.    CONTRIBUTION OF ASSETS; ASSUMPTION OF LIABILITIES

2.1.    Contribution Of Assets By JMT . At the Closing, JMT shall grant, sell, convey, transfer, assign, release and deliver to the Company all right, title and interest in and to the Acquired Assets set forth on Exhibit A hereto, to have and hold the same unto itself, its successors and assigns forever, and the Company shall accept such grant, sale, conveyance, etc.

2.2.    Contribution of Assets by REO . At the Closing, REO shall grant, sell, convey, transfer, assign, release and deliver to the Company all right, title and interest in and to the Acquired Assets set forth on Exhibit B hereto, to have and hold the same unto itself, its successors and assigns forever, and the Company shall accept such grant, sale, conveyance, etc.

2.3.    Contribution of Assets by BENCO . At the Closing, BENCO shall grant, sell, convey, transfer, assign, release and deliver to the Company all right, title and interest in and to the Acquired Assets forth on Exhibit C hereto, to have and hold the same unto itself, its successors and assigns forever, and the Company shall accept such grant, sale, conveyance, etc.

2.4.    Assumption of Liabilities by the Company . At the Closing, Contributors shall transfer, assign and delegate to the Company all of the liabilities set forth on Schedule 2.4 hereto (the “Liabilities”), and the Company shall accept such transfer, assignment and delegation and assume and undertake to become liable for such Liabilities and agree to faithfully pay, perform and discharge such Liabilities when due. The Company further agrees that it shall indemnify, defend and hold harmless Contributors, their affiliates, agents, officers, directors and employees from and against any and all losses, damages, liabilities expenses, costs, assessments and taxes (including, without limitation, interest, penalties and attorneys' fees) arising from or in connection with any debts, liabilities, obligations or contracts assumed under this Agreement.

3.    ISSUANCE OF SHARES; ITEMS TO BE DELIVERED AT CLOSING

3.1.    Issuance of Shares . Subject to the terms and conditions hereof, at the Closing (as hereinafter defined) the Company agrees to issue, in consideration for the assets and property contributed by the respective parties pursuant to Section 1.1, Section 1.2 and Section 1.3 that number of shares of the Company’s Common Stock as follows:

3.2.    Closing Date . The issuance of the Common Stock, the contribution of assets and property, and the other transactions contemplated hereunder (the “CLOSING”) shall take place at the offices of Greenberg Traurig, LLP at 650 Town Center Drive, Suite 1700, Costa Mesa, California 92626 on February 2, 2007, or at such other time and place upon which the Contributors shall agree.

3.3.    Delivery of Shares of Common Stock . At the Closing, the Company shall issue and deliver to each Contributor one or more certificates representing the shares of Common Stock in consideration for the contribution of the assets and property set forth herein. Such certificate or certificates evidencing the Common Stock shall be registered in the name of the applicable Contributor on the books and records of Company.

3.4.    Condition to Closing . The obligations of the parties to contribute assets or issue shares and to take any other actions required to be taken by the parties hereto shall be subject to, and contingent upon, the closing of the Private Placement.

3.5.    Items to be Delivered at the Closing.

(a)    JMT Assets. JMT shall deliver the Assets listed on Exhibit A hereto, an Assignment and Assumption Agreement evidencing the transfer of such Assets, and all other Basic Documents or instruments of assignment, transfer, or conveyance, in each case dated as of the date of this Agreement, as the Contributors and the Company and their respective counsels shall reasonably deem necessary or appropriate to vest in or confirm title to the contributed Assets. Each stock certificate shall be duly endorsed or shall be accompanied by an executed stock power in favor of the Company.

(b)    REO Assets. REO shall deliver the Assets listed on Exhibit B hereto, an Assignment and Assumption Agreement evidencing the transfer of such assets, and all other Basic Documents or instruments of assignment, transfer, or conveyance, in each case dated as of the date of this Agreement, as the Contributors and the Company and their respective counsels shall reasonably deem necessary or appropriate to vest in or confirm title to the contributed Assets. Each stock certificate shall be duly endorsed or shall be accompanied by an executed stock power in favor of the Company.

(c)    BENCO Assets. BENCO shall deliver the assets listed on Exhibit C hereto, an Assignment and Assumption Agreement evidencing the transfer of such Assets, and all other Basic Documents or instruments of assignment, transfer, or conveyance, in each case dated as of the date of this Agreement, as the Contributors and the Company and their respective counsels shall reasonably deem necessary or appropriate to vest in or confirm title to the contributed Assets. Each stock certificate shall be duly endorsed or shall be accompanied by an executed stock power in favor of the Company.

(d)    Company Deliverables. The Company shall deliver (i) a certified copy of the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada and a certificate of good standing from the Secretary of State of the State of Nevada and each jurisdiction in which the Company is duly qualified to transact business, in each case, dated within 10 days of the Closing; (ii) all minute books, stock books, ledgers and registers, if any, and other records relating to the organization, ownership and maintenance of the Company; (iii) all books and records of the Company, including, without limitation, all work papers and other backup materials used in the preparation of the Company’s federal, state and local tax returns for each of the Company’s last five (5) fiscal years; and (iv) a copy of the bylaws of the Company certified by the secretary of the Company.

4.    TITLE MATTERS

4.1.    General Access . Prior to the execution hereof, Contributors have granted the Company access to certain of its records. Until Closing, Contributors will, except to the extent that Contributors are prohibited therefrom by any agreement or contract to which it is a party (i) give to the Company and its representatives (such representatives to include consultants, other attorneys and other advisors of the Company) full access to all the Properties, the Related Assets and the Related Records, as well as all of the offices and personnel of Contributors and any other document pertaining to the Acquired Assets, including without limitation, all abstracts of title, lease files, unit files, production marketing files, title policies, title opinions, title records and files which Contributors may have (or have access to) relating in any way to the Properties, the past or present operation thereof and the marketing of production therefrom; (ii) use reasonable efforts to obtain and submit to the Company or its representatives as promptly as practical, such abstracts, title reports, status reports, certificates of title, certificates of facts and other evidence of title covering the Properties as the Company may reasonably request; (iii) furnish to the Company all other information with respect to the Acquired Assets as the Company may from time to time reasonably request; and, (iv) authorize the Company and its representatives to consult with attorneys, abstract companies and other consultants or independent contractors of the Contributors concerning title related matters.

4.2.    Covenants Relating to Title. From and after the date hereof and until the Closing, Contributors covenant and agree to (i) use reasonable efforts to provide the Company with a listing of all consents, approvals, waivers and agreements of all other parties and governmental authorities which are necessary to the consummation of the transactions provided for herein (including without limitation, approvals of the assignment of leases), to the assignment and transfer to the Company and for the Company to own (except in a case of Properties operated by others than the Contributors under agreements existing as of the Effective Date) to operate the Properties; (ii) use reasonable efforts to make all filings which may be made (and to record all instruments that may be recorded), with respect to the Properties, in (x) the Bureau of Land Management Records and (y) the records of the respective counties in which the Properties are situated, in order that the records maintained by the Bureau of Land Management and the real property records of such counties shall accurately reflect Contributors’ current interest in the Properties, including those interests consisting of all assignments due to Contributors but not yet made to Contributors; and (iii) keep in full force and effect insurance comparable in amount and scope to coverage that is now maintained by Contributors.

4.3.    Marketable Title. The parties acknowledge that there are certain assignments of interests which will be received by Contributors after execution of this Agreement, which interests are to be included in the Acquired Assets to be transferred to the Company hereunder. Likewise, pursuant to the terms hereof, certain assignments of interests affecting the Properties may be made by Contributors to third parties prior to the Closing, as allowed. The title warranties of Contributors hereunder, and the documents transferring title to the Company at the Closing, shall be applicable after taking into account such assignments.

4.4.    Notice of Title Defect.

(a)    The Company agrees, to use its reasonable efforts to identify Title Defects (“Title Defects”) and shall, upon identifying any Title Defects, promptly notify Contributors of the same; provided, however, that Company may, but is not required to cure any such Title Defect prior to notifying Contributors. No later than ninety (90) calendar days after the Closing, Company shall have identified in writing for Contributors each Title Defect. At the time Company gives notice of an uncured Title Defect to Contributors, Company shall deliver to Contributors all files and other related information and data developed by the Company in connection with its curative efforts reasonably related thereto.

(b)    Contributors agree, to use their reasonable efforts to cure each Title Defect so as to render the title to the respective Property “defensible” which is defined as entitling Contributors to receive from the Producing Property not less than the interests shown in the applicable Assignments. Contributors shall promptly deliver to the Company written notice of all Title Defects which Contributors have cured and written notice with respect to all Title Defects not cured. If the Company advises Contributors of Title Defects, Contributors shall have thirty (30) days to cure the Title Defects. If Contributors fail to cure such Title Defects the Company may, at its option:

(i)    waive such