Assignment of Neo Debt And Collateral

EXHIBIT 10.34


ASSIGNMENT OF NEO DEBT AND COLLATERAL


This Assignment of Neo Debt and Collateral (this "Assignment") is made as of the 21/st/ day of December, 2000 by and between Crosby Capital LLC, a Texas limited liability company ("Assignor"), and Aviva Operating Company, a Delaware corporation ("Assignee").


RECITALS
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WHEREAS, Assignor, Aviva Petroleum Inc. ("Parent"), Assignee and certain other parties entered into a Loan, Settlement and Acquisition Agreement dated as of the 31/st/ day of May, 2000 (the "LSAA");


WHEREAS, terms not otherwise defined herein shall have the meanings assigned to those terms in the LSAA;


WHEREAS, under the provisions of Section 3.01(b) of the LSAA, Assignor granted to Parent the option to acquire all of Assignor's right, title and interest in and to the Neo Debt and Collateral (the "Option") in consideration for the assignment to Assignor of the NPI pursuant to the form of Net Profits Agreement attached as Exhibit B to the LSAA with Aviva America's obligations under the Net Profits Agreement being secured by the form of Mortgage attached as Exhibit C to the LSAA;


WHEREAS, Parent exercised the Option on November 17, 2000 and provided notice to Assignor that the assignment of the Neo Debt and Collateral pursuant to the provisions of Section 3.01(b)(iv) was to be made to Assignee, as Parent's designee;


WHEREAS, Assignor is executing this Assignment to convey to Assignee all Assignor's right, title and interest in and to the Neo Debt and Collateral under the Loan Documents subject to the provisions of Section 3.01(b)(iv) of the LSAA.


NOW, THEREFORE, in consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:


1. Assignment of Neo Debt and Collateral. Assignor hereby conveys,
------------------------------------- transfers, assigns, grants, sells and delivers, to Assignee, and Assignee acquires, accepts and purchases, all of Assignor's right, title and interest in and to the Neo Debt and the Collateral under the Loan Documents; provided that immediately prior to the transfer of the Neo Debt and Collateral under the Loan Documents hereunder to Assignee, Assignor has released all security interests and Liens under the Loan Documents in (a) the Partnership Interest and assets of Argosy International and (b) the NPI being assigned contemporaneously herewith to Assignor.


2. Delivery of ING Note and Collateral. Contemporaneously herewith,
----------------------------------- Assignor is delivering to Assignee (a) an Affidavit of Lost Amended and Restated Promissory Note and (b) the original stock certificates in Assignor's possession evidencing the ownership of the following entities, together with irrevocable stock powers endorsed to Assignee: Aviva America, Inc.; Aviva Delaware, Inc.; Aviva Operating Company; Aviva Merger, Inc.; Aviva Energy Inc.; London & Aberdeen, Inc.; Neo Energy, Inc.;


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