CONTRIBUTION AND ASSIGNMENT AGREEMENT

This CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “ Agreement ”) is entered into as of March 31, 2009 (the “ Effective Date ”), by and between Carbon County Holdings, LLC, a Delaware limited liability company (“ CCH ”), MGMT ENERGY, INC., a Nevada corporation (“ MGMT ”), John P. Baugues, Jr. (“ Baugues ”), the John Paul Baugues, Sr. Family Trust (the “ Trust ”), and Tydus Richards (“ Richards ” and Richards, Baugues and the Trust are hereinafter referred to collectively at times, as the “ Investors ” and individually as an “ Investor ”) (CCH, MGMT, and each of the Investors are hereinafter referred to collectively at times, as the “ Parties ” and individually as a “ Party ”).

A.           WHEREAS, Edith L. Bolzer and Richard L. Bolzer (together, “ Lessor ”) and CCH entered into that certain Mining Lease on or around January 16, 2009, a copy of which is attached hereto as Exhibit A (the “ Lease ”), whereby CCH leased from Lessor rights to certain fee and mineral interests (the “ Mineral Rights ”) in Lessor’s lands situated in Carbon County, Montana (the “ Leased Premises ”), as more particularly described in the Lease.

B.           WHEREAS, pursuant to Section 23 of the Lease, CCH may assign, sublet or otherwise transfer its interests in the Lease without notice to or the consent of Lessor.

C.           WHERAS, Investors own one hundred percent (100%) of the equity interests in CCH.

D.           WHEREAS, Investors desire to cause CCH to contribute and assign to MGMT, and MGMT desires to acquire from CCH, all of CCH’s right, title and interest in and to the Mineral Rights, together with all of CCH’s rights in, to and under the Lease (collectively with the Mineral Rights, the “ Contributed Assets ”).

E.           WHEREAS, in exchange for the Contributed Assets, MGMT desires to issue to each Investor, and each Investor desires to accept from MGMT, the number of shares of MGMT’s common stock, par value $0.001 (the “ Shares ”), set forth opposite such Investor’s name on Schedule 1 hereto.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.            Definitions .

1.1           “ Applicable Law ” means, for any Person at any time of determination, any constitution, statute, law (including the common law and equity), ordinance, rule, regulation or administrative interpretation or any judgment, decree, order, policy, guidelines, notice, communication or other requirement, governmental permit, license, certificate of authority, order or approval to which such Person or any of its properties is subject at such time.

1.2           “ Contract ” means, with respect to any Person, any material agreement, indenture, debt instrument, contract, lease, license or other commitment, whether oral or written, to which such Person is a party, or by which it is bound or to which any of its properties are subject.

1.3           “ Lien ” or “ Liens ” means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, lease, encumbrance, lien, charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive right, conversion right, put, call or other claim or right, restriction on transfer, preferential arrangement of any kind or nature whatsoever, easement, servitude, or transfer.

1.4           “ Organizational Documents ” means, with respect to a Person, the articles or certificate of incorporation and bylaws or articles or certificate of formation and operating agreement (or other constituent documents) of such Person.

1.5           “ Person ” means any individual, partnership (general or limited), corporation, limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization, or similar entity, or any government, governmental department or agency or political subdivision thereof.

1.6           “ Transaction Documents ” means this Agreement and all other agreements, documents, instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules appertaining thereto.

2.            Contribution and Assignment .  Subject to the terms and conditions of this Agreement, including, but not limited to Section 4 hereof, at the Closing (a) CCH shall contribute, assign, transfer, convey and deliver to MGMT (the “ Contribution ”), all of its right, title, interest, obligations and liabilities in, to and under the Contributed Assets, free and clear of any and all Liens, and (b) MGMT shall accept said assignment and shall assume and hereby agrees to undertake, observe, perform and discharge in accordance with their terms all duties, responsibilities, agreements, covenants and obligations of CCH, as lessee, under the Lease arising from and after the Closing Date.

3.            Issuance of Shares .  Concurrently with, and as consideration for the Contribution and delivery of the Contributed Assets pursuant to Section 2 hereof, at the Closing MGMT shall issue to each Investor the Shares set forth opposite such Investor’s name on Schedule I hereto, free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws.  Promptly following the Closing, MGMT shall cause stock certificates to be issued in the name of each Investor representing the Shares set forth opposite such Investor’s name on Schedule 1 hereto.

4.            Closing .  The closing of each of the Contribution and the issuance and sale of the Shares, as provided in Section 2 and Section 3 (the “ Closing ”) shall take place immediately following, and conditioned upon, the approval of the shareholders of MGMT of this Agreement and the transactions contemplated hereby (the “ Shareholders’ Consent ”); provided , that the date and time of the Closing may be changed by the mutual agreement of the Parties (the actual date on which the Closing occurs, the “ Closing Date ”).  In the event that the Shareholders’ Consent is not obtained on or prior to the date that is ninety (90) days after the Effective Date, then any Party may terminate this Agreement without liability therefor, by delivery of written notice to the other Parties.

5.            Representations and Warranties of the Parties .  Each Party, severally but not jointly, hereby represents and warrants, as of the Effective Date and as of the Closing Date, as follows:

5.1           Authority and Validity .  It has all necessary power and authority to, and has taken all action on its part necessary to, execute and deliver this Agreement and each Transaction Document to which it is a party, consummate the transactions contemplated hereby and thereby and perform its obligations hereunder and thereunder, and no other proceedings on its part are necessary to authorize this Agreement or any such Transaction Document to which it is a party or the transactions contemplated hereby and thereby; provided , however , that MGMT has not yet obtained the Shareholders’ Consent.  This Agreement and each Transaction Document that has been executed and delivered by it has been duly and validly executed and delivered, and is a legal, valid and binding obligation, enforceable against it in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

5.2           No Conflicts .  The execution and delivery by it of this Agreement and each Transaction Document to which it is a party, and the performance by it of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, does not with or without the giving of notice, the lapse of time or both: (i) violate or conflict with its Organizational Documents; (ii) materially breach or violate, or result in a material default under, any Applicable Law applicable to it; (iii) materially breach or result in a material default under, permit the termination of, or permit the acceleration of the performance required by, any term or provision of any Contract of or binding on it; or (iv) result in the creation or imposition of any Lien on its business or assets.

5.3           Governmental and Third Party Consents .  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any third party is required in connection with the consummation of the transactions contemplated by this Agreement, except qualification or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement and, with respect to MGMT, except for the Shareholders’ Consent.

6.1            Good Standing and Qualification .  CCH is a limited liability company validly existing and in good standing under the laws of the State of Delaware.

6.2            Title .  CCH (i) owns all right, title and interest, in and to the rights (including the Mineral